Soota’s Happiest Minds Announces Merger with ITC Infotech

BENGALURU: ITC Infotech is set to acquire a 22.1% minority stake in Happiest Minds Technologies from promoter Ashok Soota and associated entities for Rs 1,330 crore. This acquisition will create a combined entity that ranks as India’s 11th largest IT services player, with projected revenues of Rs 7,033 crore and a workforce of 19,000 across multiple regions, including the US, Europe, the Middle East, APAC, and India.

The boards of both companies have approved the transaction, which will be executed in two tranches at an average price of approximately Rs 395 per share. Sanjiv Puri, chairman of ITC, emphasized the merger’s potential to enhance their capabilities in delivering innovative solutions globally. Soota expressed satisfaction with the merger, noting the significant complementarity between their business portfolios.

Happiest Minds is publicly listed, while ITC Infotech operates under its parent company, ITC. Following regulatory approval, the combined entity will be listed on stock exchanges. Post-merger, Happiest Minds’ promoters are expected to hold around 7.6% of the new company, transitioning to public shareholders, while existing public shareholders will retain about 19%. The combined entity aims to reach $1 billion in annual revenue by FY28.

The merger will be structured as a share swap, where shareholders of Happiest Minds will receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds held. ITC will emerge as the promoter of the new entity, holding an anticipated 73.4% stake. Soota currently owns over 32% of Happiest Minds and controls 44% through various entities. The deal faced delays due to initial asking prices exceeding Rs 3,000 crore amid declining valuations in the IT services sector.

ITC Infotech reported revenues of Rs 4,718 crore in FY26, with an adjusted EBITDA margin of 18.5%. The company has seen a revenue growth of 14% CAGR over the past five years. Happiest Minds generated Rs 2,315 crore in revenue in FY26 and employs over 6,500 people. The merger will integrate Happiest Minds’ strengths in AI, digital engineering, and cybersecurity with ITC Infotech’s expertise in enterprise transformation and industry-specific technology solutions.

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