Quick Take
- ITC Infotech will buy a 22.1% stake in Happiest Minds for about Rs 1,330 crore.
- Happiest Minds then merges into ITC Infotech, leaving ITC Limited with 73.4%.
- The combined firm targets $1 billion in revenue by FY28 with over 19,000 staff.
ITC Infotech will buy a 22.1% stake in Happiest Minds Technologies for about Rs 1,330 crore, then merge the two firms into one company.
The buyer is a wholly owned unit of ITC Limited. The stake covers 3,36,61,700 shares. ITC Infotech will buy them from founder Ashok Soota and Ashok Soota Medical Research LLP in two tranches.
Both firms disclosed the deal to the exchanges on August 31, 2026. After the stake sale, Happiest Minds will merge into ITC Infotech.
ITC Limited will then own 73.4% of the combined firm. Happiest Minds shareholders will hold the other 26.6%. The merger runs on a share swap.
Each holder gets 25 ITC Infotech shares for every 81 Happiest Minds shares. The combined firm will have more than 19,000 staff. It will work across more than 30 countries.
Both sides want the firm to reach $1 billion in revenue by FY28. They call the goal an AI-first technology services firm. ITC Infotech plans to list on the BSE and the NSE after the merger.
Ashok Soota built Happiest Minds in 2011. The industry veteran, now in his early 80s, earlier founded Mindtree and worked at Wipro. He held about 44% of Happiest Minds.
That came to 32.3% directly and about 11.8% through the Soota LLP. This deal ends his run as promoter and hands control to ITC.
Sanjiv Puri chairs both ITC Limited and ITC Infotech. Their complementary strengths and domain depth will lift the merged firm’s ability to serve clients across regions, Puri said.
Joseph Anantharaju, co-chairman and chief executive of Happiest Minds, said the merger builds a future-ready technology services firm on a stronger platform.
Why buy Happiest Minds now?
ITC Infotech gains scale and AI skills in one move. Happiest Minds reported revenue of Rs 2,315 crore for the year ended March 2026. That was up 12.3% year-on-year.
The firm builds digital engineering, cloud, data and security work for global clients. ITC Infotech itself posted revenue of Rs 4,856 crore in FY26, up 14%. Its EBITDA margin was 18.5%.
EBITDA means earnings before interest, taxes, depreciation and amortisation. The two revenue bases together sit near Rs 7,171 crore. That is still short of the $1 billion target.
The deal is also a bet on consolidation in mid-cap IT. ITC Infotech bought cloud services firm Blazeclan Technologies for up to Rs 485 crore in October 2024.
Happiest Minds is a far bigger step. It gives ITC a listed brand, a product engineering base and a founder-built delivery model.
What happens to Happiest Minds shareholders?
They swap Happiest Minds shares for ITC Infotech shares at a fixed ratio. The ratio is 25 ITC Infotech shares for every 81 Happiest Minds shares.
Happiest Minds shares carry a face value of Rs 2. ITC Infotech shares carry a face value of Rs 10. After the merger, Happiest Minds shareholders will together own 26.6% of the combined firm.
ITC Infotech then plans its own listing on the BSE and the NSE. So public holders move from one listed firm into another, once the listing is done.
When will the deal close?
Both firms expect the merger to finish within about 15 months. It needs statutory, shareholder and regulatory approvals first. The stake purchase runs in two tranches.
The audit committee and independent directors backed the scheme before the board approved it. Until the approvals land, Happiest Minds shares may stay sensitive to deal news.
The price works out to roughly Rs 395 per share for the 22.1% block. That sits inside the Rs 390 to Rs 400 range reported before the announcement.
Soota’s exit closes a chapter that began in 2020. Happiest Minds listed that year, and its stock more than doubled on day one.
What this means for you: if you hold Happiest Minds, watch the swap ratio and the ITC Infotech listing plan, not the daily price. If you build in mid-cap IT, expect more buyers hunting AI-ready teams.
StartupFeed Insight
The headline number is the Rs 1,330 crore cheque, but the ratio is the real story. ITC is paying about Rs 395 a share for control, then folding a listed firm into an unlisted one and promising to relist it. Happiest Minds holders are being asked to trade a known, traded stock for shares in an entity that does not yet trade. That gap between promise and listing is where the risk sits. Watch two dates: when the swap gets its NCLT nod, and when ITC Infotech files its own draft prospectus. If the second slips well past the 15-month window, minority holders will feel it first.
— Avinash Mishra, Business Correspondent
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Disclaimer: This article is for information only and is not investment advice. StartupFeed and its authors are not SEBI-registered investment advisors. Please speak to a SEBI-registered advisor before investing.
