On August 31, 2026, ITC Infotech's Board approved the proposed strategic combination with Happiest Minds Technologies Limited to create a scaled, future-ready, AI-first global technology services enterprise. The transaction involves ITC Infotech acquiring a 22.1% equity stake from Happiest Minds promoters for ₹1,330 crore in cash, to be funded through a Rights Issue by ITC Infotech. The acquisition will be followed by a Scheme of Amalgamation where Happiest Minds will merge with ITC Infotech, subject to statutory and regulatory approvals. The combined entity will subsequently be listed on the BSE and NSE, while Happiest Minds will be dissolved without being wound up once the scheme becomes effective.
The decline came after Happiest Minds founder and executive chairman Ashok Soota and Ashok Soota Medical Research LLP agreed to sell a 22.1% stake in the company to ITC Infotech for ₹1,329.72 crore. As reported by The Hindu BusinessLine, the promoters executed a share purchase agreement with ITC Infotech India Limited for 3,36,61,700 equity shares, representing 22.106% of the company's paid-up capital. The acquisition will be structured in two tranches - the first at ₹390 per share for ₹653.26 crore, followed by another ₹400 per share for ₹676.46 crore. The first-tranche acquisition price of ₹390 represents a discount of about 4.2% to Happiest Minds' previous closing price of ₹406.95, while the second-tranche price of ₹400 is about 1.7% lower. Despite the stake sale announcement, the stock fell sharply on Tuesday, with shares trading 10.54% lower at ₹364.05 against a previous close of ₹406.95.
Happiest Minds management has clarified that the stake sale to ITC Infotech was not driven by fears over artificial intelligence, despite concerns about AI's impact on India's IT services industry. As reported by Mint, chief executive Joseph Anantharaju and managing director Venkatraman Narayanan addressed questions at a press conference, with Narayanan stating that Soota's intent to sell was 'quite a while back' about raising money, even before AI-related deflation was seen. Anantharaju dismissed suggestions that the ₹405 discount reflects a bleak future, explaining that if the future was better, Soota would have sold at ₹600. The management emphasized that Soota's receiving ₹390 and ₹400 in cash consideration represents 'fair value' that already takes into account the next five to six years or 10 years of business.
The combined entity is now projected to achieve revenue of about $740 million as of March 2026, with Happiest Minds management targeting $1 billion revenue by March 2028. The transaction values the equity of the merged entity at approximately ₹18,000 crore ($1.9 billion) for the 13.76 crore shares, with ITC Ltd controlling a 73.4% stake and becoming the promoter. Post-acquisition, the combined entity will be a ₹7,000-crore revenue, 19,000-employee IT company, positioning it as the country's thirteenth-largest tech services firm below Sonata Software and Firstsource Solutions. The companies are targeting a pro-forma operating margin of around 18-18.3% for the combined entity, with the transaction expected to complete within 60 days of NCLT approval.
