ITC Infotech has agreed to acquire 22.106% of Happiest Minds Technologies from its promoter group, including founder Ashok Soota and Ashok Soota Medical Research LLP, marking a significant change in the ownership structure of the Bengaluru-based IT services company.
CNBC-TV18 had reported on July 13, citing sources in the know, that Happiest Minds promoter Ashok Soota was in advanced talks to sell his controlling stake in the company. The report had said ITC Infotech was emerging as a leading contender for the stake.
The transaction involves the acquisition of 3,36,61,700 equity shares of Happiest Minds. The first tranche covers 1,67,50,000 shares, or 11% of the company, at ₹390 per share for ₹653.25 crore. The second tranche covers 1,69,11,700 shares, or 11.106%, at ₹400 per share for ₹676.47 crore.
The total consideration works out to around ₹1,330 crore. The acquisition will be followed by the amalgamation of Happiest Minds with and into ITC Infotech, subject to statutory, shareholder and regulatory approvals, including those from the Competition Commission of India, stock exchanges and the National Company Law Tribunal.
The proposed transaction has also been endorsed by the board of ITC Limited. Under the proposed share-swap arrangement, shareholders of Happiest Minds other than ITC Infotech will receive 25 fully paid-up ITC Infotech shares of ₹10 each for every 81 Happiest Minds shares of ₹2 each held by them as of the record date.
Upon completion of the amalgamation, ITC Infotech’s shares are proposed to be listed on the BSE and NSE. The companies expect the transaction to be completed within the next 15 months and will continue to operate independently until all necessary approvals are received.
The deal gives ITC Infotech a route to an indirect listing through the merger with Happiest Minds. Post-merger, ITC Limited will hold around 73.4% of the combined business, while Happiest Minds shareholders will own the remaining 26.6%. This will include approximately 7.6% held by Happiest Minds’ promoters, who will be reclassified as public shareholders, and around 19% held by existing public shareholders.
What ITC and Happiest Minds saidITC Chairman and ITC Infotech Chairman Sanjiv Puri said the combination would bring together the companies’ complementary strengths, domain expertise and technology capabilities, while enhancing their ability to deliver solutions across geographies.
Ashok Soota, Chairman and Chief Mentor of Happiest Minds, said the merger would make Happiest Minds part of a larger organisation, adding that the two companies have significant complementarity in their business portfolios. ITC Infotech MD & CEO Manas Chakraborty said the combination is aimed at enhancing customer value by integrating Happiest Minds’ digital engineering, data, AI and cybersecurity capabilities with ITC Infotech’s domain expertise, cloud and engineering capabilities.
ITC Infotech-Happiest Minds: How big will the combined entity be? ITC Infotech reported revenue of around ₹4,856 crore in FY26, while Happiest Minds reported revenue of around ₹2,315 crore. Together, the businesses would have annual revenue of roughly ₹7,150 crore, or more than $850 million.
ITC Infotech’s EBITDA margin stood at around 18.5% in FY26, compared with 20.3% for Happiest Minds. At that scale, the combined business would remain smaller than IT services companies such as Coforge, Mphasis and Persistent Systems, while being larger than companies such as Cyient, KPIT Technologies and Zensar Technologies.
What makes Happiest Minds different? Founded by Soota in 2011, Happiest Minds was built as a digital-native IT services company, with digital services accounting for the bulk of its business. The company has also invested early in GenAI, digital engineering, data and cybersecurity, areas that complement ITC Infotech’s technology services portfolio.
Happiest Minds remains a relatively small IT services player, with FY26 revenue of around $260 million. Its FY26 revenue grew around 12.3%. What the deal means for Happiest Minds shareholdersThe transaction gives Happiest Minds shareholders a route to become shareholders of the proposed listed ITC Infotech entity through the 25:81 share-swap ratio.
The key consideration for shareholders will be the value of the proposed ITC Infotech shares they receive and the potential benefits from combining Happiest Minds’ digital and AI capabilities with ITC Infotech’s broader technology services platform. The companies have said the combination is expected to create synergies across AI, digital engineering, cloud, data and cybersecurity, while providing access to a broader customer and geographic base.
Importantly, the transaction announced on Monday is structured as an amalgamation of Happiest Minds into ITC Infotech, rather than the reverse-merger structure that had been speculated before the formal announcement. ITC Infotech’s expansionThe transaction marks ITC Infotech’s biggest move yet to expand its digital engineering and AI-led technology services capabilities.
ITC Infotech’s revenue was around ₹4,856 crore in FY26. In October 2024, the company completed the acquisition of cloud services company Blazeclan Technologies for up to ₹485 crore. The Happiest Minds transaction will broaden ITC Infotech’s capabilities across digital engineering, AI, data and cybersecurity while adding Happiest Minds’ customer base and talent pool.
Happiest Minds stake holdingBefore the transaction, Soota directly held around 32.3% of Happiest Minds, while Ashok Soota Medical Research LLP held around 11.8%, taking the promoter group’s holding to roughly 44.2%. The announced transaction covers 22.106% of Happiest Minds, with the shares being acquired from Soota and the promoter group.
The deal marks a significant change in Happiest Minds’ ownership more than a decade after Soota founded the company. Happiest Minds Q1 resultsHappiest Minds reported a net profit of ₹68 crore in Q1 FY27, while revenue rose 4% quarter-on-quarter and 14.3% year-on-year to ₹629 crore.
Operating margin improved to 15.1% from 13.6% in the previous quarter, while adjusted profit after tax stood at ₹81 crore. The company had 306 clients as of June 30, 2026, with six additions during the quarter. Its employee count stood at 6,532, while trailing 12-month attrition fell to 15.4% from 17% in the previous quarter.
CEO Joseph Anantharaju had said the company entered FY27 with a strong pipeline, which grew 20% sequentially, while highlighting momentum across AI and analytics, digital engineering, platforms and industry-focused solutions. Shares of Happiest Minds ended 0.26% lower at ₹406.95 on Monday, according to market data.
The stock had fallen 6.16% on August 27 after reports emerged that ITC Infotech was looking to acquire a stake in the company.