ITC Infotech, Happiest Minds to merge, target $1 bn revenue by FY28

Happiest Minds Technologies on Monday said it has agreed with ITC Infotech India to sell a 22.1% stake held by its promoters for ₹1,329 crore, as the two companies move to merge their businesses and create a larger technology services company.

The proposed combination will create a technology services enterprise with more than 19,000 employees, over 800 customers and operations across more than 30 countries. The merged entity is targeting annual revenue of $1 billion by FY28.

The deal comes as technology services companies seek greater scale and broader capabilities to tap the growing demand for AI-led enterprise transformation. The combination will bring together Happiest Minds’ strengths in artificial intelligence, digital engineering, cloud, data, analytics and cybersecurity with ITC Infotech’s expertise in enterprise transformation, SAP, product lifecycle management (PLM), Industry 4.0 and industry-specific technology solutions.

ITC Infotech will acquire the 22.1% stake from the promoter and promoter entities of Happiest Minds in two tranches for a total consideration of ₹1,329.72 crore, at an average price of about ₹395 per share. The stake purchase will be followed by a merger of Happiest Minds with ITC Infotech through a share-swap arrangement.

Under the proposed scheme, shareholders of Happiest Minds will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held. ITC Ltd will become the promoter of the merged company, with a stake of about 73.4%.

The combined company is expected to have pro-forma FY26 revenue of about ₹7,033 crore. The companies believe the larger scale will improve their ability to compete for large global transformation programmes and expand services across their combined customer base.

Building an AI-led technology platform

For ITC Infotech, the combination strengthens its presence in AI and digital engineering while adding Happiest Minds’ capabilities in cloud, data and cybersecurity to its existing enterprise technology portfolio.

Happiest Minds, meanwhile, will gain access to the scale and financial strength of the ITC group, along with ITC Infotech’s enterprise relationships and industry expertise.

“The merger of Happiest Minds and ITC Infotech brings together complementary strengths towards creating a future-ready technology services organization,” Joseph Anantharaju, co-chairman and CEO of Happiest Minds, said.

The companies expect the combined business to generate growth through cross-selling AI, cloud, cybersecurity, SAP, engineering and infrastructure services across more than 800 customers. They also see opportunities in larger enterprise transformation and digital engineering programmes and in taking their proprietary platforms and industry solutions to new markets.

Generative AI and agentic AI are expected to be another growth area, with the companies looking to expand adoption of these technologies across industries.

The combined entity will have exposure to consumer packaged goods, hospitality, manufacturing, education technology, banking and financial services, and healthcare. Its geographic footprint is also expected to become more balanced, with North America accounting for about 38% and Europe about 31% of the business.

The companies also plan to deepen collaboration with technology partners including Microsoft, SAP, ServiceNow and PTC, as well as cybersecurity providers and cloud hyperscalers.

Scale becomes critical

The proposed merger reflects a broader shift in the technology services industry, where scale is becoming increasingly important as enterprises move beyond isolated AI pilots towards larger, enterprise-wide transformation programmes.

For technology service providers, the ability to combine AI with enterprise applications, engineering, cloud and industry-specific expertise is becoming a key differentiator. A larger customer base also creates opportunities to cross-sell newer AI and cloud services into existing enterprise relationships.

The combined company expects to reach $1 billion in annual revenue by FY28, positioning it as a larger challenger in India's technology services market.

“This transaction reflects a shared commitment to strong corporate governance, financial prudence, and long-term value creation,” Venkatraman Narayanan, managing director of Happiest Minds, said.

The transaction is subject to shareholder, statutory and regulatory approvals, including those from the Competition Commission of India, relevant stock exchanges and the National Company Law Tribunal. The companies expect the process to take about 15 months and will continue to operate independently until the required approvals are obtained.

The merged company will subsequently be listed on the relevant stock exchanges.

For ITC, the deal marks an attempt to build a scaled, listed technology-services business around AI, enterprise transformation and digital engineering. For Happiest Minds, it provides a route into a larger technology platform while bringing its AI and digital capabilities into a business with greater scale and enterprise reach.