ITC Limited announced that its wholly-owned subsidiary, ITC Infotech, has approved the strategic combination with Happiest Minds Technologies. The deal involves the acquisition of a 22.1% promoter stake for ₹1,330 crore and the subsequent amalgamation of Happiest Minds into ITC Infotech. This move aims to create a scaled, future-ready AI-first global technology services enterprise with an estimated revenue of US$1 billion by FY28.
ITC Infotech to Acquire Majority Stake in Happiest Minds
ITC Limited has announced a significant strategic move with its subsidiary, ITC Infotech, set to acquire a substantial stake in Happiest Minds Technologies Limited. The transaction will see ITC Infotech acquire approximately 22.1% of Happiest Minds’ equity share capital from its promoters for a total consideration of ₹1,330 crore, to be paid in cash through two tranches (11% and 11.1%). This acquisition is to be funded through a Rights Issue by ITC Infotech.
Amalgamation to Create Scaled IT Services Enterprise
Following the share acquisition, Happiest Minds Technologies will be amalgamated with and into ITC Infotech. This amalgamation is expected to create a larger, more competitive entity in the global technology services space. The combined enterprise is projected to achieve a revenue of over US$1 billion by FY28, leveraging the strengths of both organizations. The deal has been endorsed by the respective Boards of Directors.
Strategic Rationale and Future Outlook
The strategic combination aims to blend ITC Infotech’s AI-led capabilities with Happiest Minds’ expertise in digital product engineering, data, cybersecurity, and AI. This synergy is expected to enhance scale, improve competitiveness, and augment capabilities in critical areas. The combined entity will benefit from a stronger Al proposition, expanded market presence, and a more diversified service mix. The shares of ITC Infotech are proposed to be listed on the stock exchanges post-amalgamation.
Transaction Details and Timeline
The transaction involves a share swap ratio of 25 ITC Infotech shares for every 81 shares held in Happiest Minds. The implied value for Happiest Minds shareholders is ₹405 per share. The combined entity’s shareholding is expected to be approximately 73.4% for ITC Limited and 26.6% for Happiest Minds shareholders. The implementation of the scheme is anticipated to take around 15 months, subject to the receipt of requisite statutory and regulatory approvals, including those from the Competition Commission of India, stock exchanges, and the National Company Law Tribunal.
Source: BSE
