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.Under the share purchase agreement, Ashok Soota and Ashok Soota Medical Research LLP will sell 33.66 million equity shares of Happiest Minds, each having a face value of ₹2, representing 22.106% of the paid-up equity share capital of the Company. This will be consummated in two tranches. ITC Infotech will acquire an 11% stake for ₹653 crore at ₹390 a share in the first tranche, followed by an 11.106% stake for ₹676 crore at ₹400 a share in the second tranche.The board of Happiest Minds has also approved an amalgamation under which the company will merge with ITC Infotech. As part of the share-swap arrangement, shareholders of Happiest Minds will receive 25 fully paid-up shares of ITC Infotech for every 81 shares held in Happiest Minds.Combined entity targets $1 billion revenueThe proposed merger is expected to create a technology services business with more than 19,000 employees and over 800 customers, with the companies targeting annual revenue of $1 billion by FY28. The combined entity will bring together Happiest Minds’ capabilities in AI, digital engineering, cloud, data, analytics and cybersecurity with ITC Infotech’s expertise in enterprise transformation, SAP, product lifecycle management, Industry 4.0 and industry-specific technology services.ITC Infotech is a wholly owned subsidiary of ITC. Following the merger, ITC will hold about 73.4% of the combined company, while Happiest Minds’ existing promoters are expected to hold about 7.6% and will be reclassified as public shareholders. Happiest Minds’ other public shareholders will hold the remaining 19%.The transaction is expected to be completed over the next 15 months and will operate independently until the required approvals are obtained. Once the merger is completed, ITC Infotech’s shares will be listed on the stock exchanges.Ashok Soota, Chairman & Chief Mentor, Happiest Minds Technologies said, “I am delighted that upon the completion of necessary approvals and legal formalities, Happiest Minds will become an important part of a larger organization through its merger with ITC Infotech. The two organizations are aligned on our values and shared vision for the future. There is very significant complementarity in our business portfolios, which will ensure synergy. We believe that ITC Infotech is the best partner for Happiest Minds to fulfil its destiny, and we are pleased that our team will have a welcoming new home.”Financial profile of the two companiesAs per a regulatory filing by Happiest Minds, as of June 30, 2026, the company had consolidated total assets of ₹3,821.86 crore, turnover of ₹628.51 crore and net worth of ₹1,775.50 crore. ITC Infotech India, meanwhile, had consolidated total assets of ₹3,743.94 crore, turnover of ₹1,316.82 crore and net worth of ₹2,315.67 crore as of the same date.Sanjiv Puri, Chairman, ITC Limited & ITC Infotech, said, “Today marks an important milestone in the journey towards Happiest Minds becoming an integral part of ITC Infotech, subject to receipt of regulatory approvals. The coming together of our complementary strengths, deep domain expertise and future-ready capabilities will further enhance our ability to deliver cutting-edge solutions across geographies. I am particularly encouraged by the shared values, people and customer centricity that define our organisations. We look forward to the invaluable experience, expertise and dedication of the employees of Happiest Minds as we embark on this exciting new chapter.”Deal expected to boost scale and cross-sellingThe companies said the combination will increase their scale and allow them to pursue larger enterprise transformation and vendor-consolidation deals, while expanding cross-selling opportunities across their combined customer base. The deal is also expected to strengthen the combined entity’s presence in the US and in sectors including banking, financial services and insurance, healthcare, hi-tech and edtech.“This deal is a significant consolidation move in India’s mid-cap IT space. ITC Infotech acquiring a 22.1% promoter stake for ₹1,330 crore, followed by full amalgamation, shows genuine intent to build scale rather than take a passive financial position. The combined entity targets close to $1 billion in revenue by FY28, blending ITC Infotech’s AI-led capabilities with Happiest Minds’ strength in digital engineering and cybersecurity. For Happiest Minds shareholders, the share swap and eventual delisting mean a shift from a standalone growth story to riding a much larger, better-capitalized platform,” said Tushar Badjate, Director of Badjate Stock & shares.Meanwhile, Pareekh Jain, Founder and CEO, EIIR Trend, explained that in this environment, mid-tiers are merging to build scale for two reasons. With scale, these companies can bid for larger deals. The second thing is, the bigger the revenue, the more investment in AI.“The ITC Group has been wanting to list ITC Infotech for a long time. This gives them a shortcut. For all these large corporate groups, if you have to continue in IT, you have to grow with the business. The ITC Group got a good opportunity with the Happiest Minds merger to scale their business and list. This is an advantage since Happiest Minds is already listed. They could have acquired other companies also, but they would not have got the benefit of listing,” he added.ITC Infotech is also not into product engineering and software engineering, while Happiest Minds is, giving the former access to more clients.“For Happiest Minds, a small company has more challenges for employees and shareholders. Now you get the backing of the ITC Group. Overall, Happiest Minds has a better future with this deal. This is a win-win for both. This trend is in the market: people are combining, consolidating and preparing for the next phase,” Jain noted.Board and registered office changesThe first tranche of the promoter stake sale will also give ITC Infotech the right to nominate one additional non-executive director to the Happiest Minds board upon completion of the transaction.As part of the proposed restructuring, Happiest Minds’ board has approved shifting its registered office from Karnataka to West Bengal, subject to shareholder and regulatory approvals.The proposed merger follows a period of speculation around a potential transaction involving Happiest Minds and ITC Infotech. The combined business is expected to have FY26 revenue of about ₹7,033 crore and an adjusted EBITDA margin of around 18.1%, according to the companies’ transaction presentation.Published on August 31, 2026