BENGALURU: ITC Infotech is acquiring Ashok Soota’s Happiest Minds Technologies, creating a combined business that will be India’s 11th largest IT services player. Together, they will have revenue of Rs 7,033 crore and an employee strength of 19,000, with a presence across the US, Europe, Middle East, APAC and India.The transaction, approved by the boards of both companies, will see ITC Infotech acquire a 22.1% minority stake in Happiest Minds from the promoter and promoter entities (Ashok Soota and Ashok Soota Medical Research) in two tranches for a total consideration of Rs 1,330 crore, at an average price of about Rs 395 per share.Sanjiv Puri, chairman, ITC, described the merger as a coming together of complementary strengths, deep domain expertise and future-ready capabilities that will further enhance the ability to deliver cutting-edge solutions across geographies. Soota also said there is “very significant complementarity” in their business portfolios and expressed happiness that his team would have a “welcoming new home”.Happiest Minds is a stock market-listed entity. ITC Infotech is not independently listed, but its parent company, ITC, is. Once the deal is approved by regulatory authorities, the combined entity will list on stock exchanges, the companies said.Post the merger, Happiest Minds’ promoters are expected to hold about 7.6% in the combined listed company and will be reclassified as public shareholders. Existing public shareholders of Happiest Minds are expected to hold about 19% of the combined entity. The combined entity expects to achieve $1 billion in annual revenue by FY28.
The proposed merger will be effected through a share swap, under which shareholders of Happiest Minds will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held. Following the merger, ITC will be the promoter of the combined company with an expected 73.4% stake. Soota directly owns more than 32% of Happiest Minds and controls 44% through various promoter entities. TOI reported the likely deal in July. Sources told TOI that the deal lost momentum for some time because the initial asking price for the 22.1% stake was upwards of Rs 3,000 crore, even as IT services companies’ valuations came under pressure amid concerns over AI-led disruption.ITC Infotech reported Rs 4,718 crore in revenue in FY26. Its adjusted EBITDA margin stood at 18.5%. Revenue has grown at a 14% CAGR over the past five years. Happiest Minds had Rs 2,315 crore in revenue in FY26, with over 6,500 employees. The merger will bring together Happiest Minds’ capabilities in AI, digital engineering, cloud, data and cybersecurity with ITC Infotech’s expertise in enterprise transformation, SAP, product lifecycle management, Industry 4.0 and industry-specific tech solutions.
