ITC Infotech, Happiest Minds Merger to Birth a ₹7,000 Cr Company

ITC is scaling its technology services business by merging its wholly owned subsidiary ITC Infotech with Bengaluru-based listed IT services company Happiest Minds Technologies. The deal will create a company boasting more than ₹7,000 crore in annual revenue and over 19,000 employees.

Under the proposed transaction, ITC Infotech will acquire a 22.1% stake in Happiest Minds from its promoter group for ₹1,330 crore in two tranches. This will be followed by a merger of Happiest Minds into ITC Infotech through a share swap, under which Happiest Minds shareholders will receive 25 shares of ITC Infotech for every 81 shares they hold.

ITC will become the promoter of the merged company with a 73.4% stake. The resulting entity will be listed on the stock exchanges after the merger is completed and requisite approvals are obtained. 

The companies expect the transaction to take about 15 months to complete.

The deal comes as Indian IT services companies are trying to build greater scale and broaden their capabilities to capture spending around artificial intelligence, cloud, cybersecurity, and enterprise transformation. 

For ITC, the transaction provides a way to expand its technology-services business by combining ITC Infotech's enterprise technology capabilities with Happiest Minds' stronger presence in digital engineering and AI.

“We will try and leverage our capabilities where possible to see if we can cross-sell some of the differentiated offerings… The focus is to continue and ensure that we deliver to our customers, adding value, making sure that we do our AI rollout, continue executing our AI strategy, and, where possible, cross-sell from across each other and provide that support,” Venkatraman Narayanan, Managing Director of Happiest Minds, spoke in a press briefing post the announcement.

Plan of Action

Happiest Minds has built its business around digital engineering and has increasingly positioned itself as an AI-first technology services company. It reported revenue of ₹2,315 crore in FY26, up 12.3% year-on-year, and had 6,497 employees at the end of March 2026.

ITC Infotech, meanwhile, has a larger enterprise-services footprint, with capabilities spanning business and technology consulting, enterprise transformation, SAP, product lifecycle management (PLM), Industry 4.0, and industry-specific technology solutions.

The two businesses therefore have relatively complementary portfolios rather than being identical service providers. Happiest Minds brings AI, digital engineering, cloud, data, analytics and cybersecurity, while ITC Infotech adds enterprise applications, SAP, engineering, and industry-specific technology capabilities.

The combined company among India's mid-tier IT services players, although still considerably smaller than the country's top-tier firms such as TCS, Infosys, HCLTech, Wipro and Tech Mahindra.

The transaction is also a bet on the changing economics of the IT services industry. Indian technology services companies are increasingly competing for larger AI-led transformation programmes rather than traditional application maintenance and infrastructure contracts. At the same time, AI is putting pressure on conventional services models by automating portions of software development, testing, and other technology work.

For smaller and mid-sized IT companies, scale can therefore become increasingly important: larger workforces, broader technology portfolios, and deeper relationships with enterprise customers can help them compete for bigger contracts and cross-sell multiple services.

Joseph Anantharaju, Co-chairman and CEO, Happiest Minds, framed the deal as part of a broader consolidation wave sweeping mid-sized Indian IT firms. "I do expect you can see a little bit more of this where there are synergies to be had and that would strengthen the merged entity's ability to play in the market," he said. 

Narayanan added that the entry bar to reach meaningful scale organically "is going up, which is why the consolidation tends to happen," arguing that mid-sized firms increasingly need to combine to keep pace with larger specialist consulting firms and top-tier Indian IT players. "Only way to do that is through consolidation.”

The combined entity will have more than 800 customers and operations across over 30 countries. The companies expect to use the broader customer base to cross-sell AI, cloud, cybersecurity, SAP, engineering, and infrastructure services. Anantharaju said "this will raise the bar of the size of deals that we can attempt," since some large contracts had previously been out of reach for lack of certain capabilities.

The companies are targeting $1 billion in annual revenue by FY28, implying that the combined business will need to grow substantially from its pro-forma FY26 revenue base of ₹7,033 crore.

International Footprint

The merger is also expected to give ITC Infotech a more balanced geographic presence. The combined company's pro-forma revenue mix is expected to include roughly 38% from North America and 31% from Europe.

The companies also see opportunities to participate in larger enterprise transformation and digital engineering programmes, while taking their proprietary platforms and industry solutions into new markets. 

For Happiest Minds, the transaction represents a significant change after more than a decade as an independent listed technology company. The company was founded by IT veteran Ashok Soota and has built its expertise around digital engineering, cybersecurity, cloud, and other emerging technology services. In recent years, it has sharpened its focus on AI.

The company reported ₹629 crore in revenue in the first quarter of FY27, up 14.3% year-on-year. 

The merger requires approvals from shareholders, the Competition Commission of India, stock exchanges, and the National Company Law Tribunal, among other statutory approvals. The two companies will continue to operate independently until the approvals are completed. 

The transaction marks more than a simple acquisition of a mid-sized IT company. It gives ITC a substantially larger technology-services platform at a time when the industry is being reshaped by AI, while giving Happiest Minds access to the scale, balance sheet, and enterprise ecosystem of one of India's largest business groups.