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ITC Infotech and Happiest Minds plan strategic combination to build AI-led enterprise

ITC Infotech has announced a proposed strategic combination with Happiest Minds Technologies Limited, marking a significant consolidation in India’s technology services sector and bringing together complementary capabilities across cloud, data, digital engineering, cybersecurity and artificial intelligence.

As part of the proposed transaction, the board of ITC Infotech has approved the acquisition of a 22.1% equity stake in Happiest Minds through a Share Purchase Agreement, with the initial acquisition to be funded through a rights issue.

Following the stake acquisition, ITC Infotech plans to initiate a Scheme of Amalgamation to bring the two organisations together. The proposed transaction has also received approval from the Board of Directors of parent company ITC Limited. Subject to the necessary approvals and completion of the amalgamation, the combined entity is expected to be listed on leading Indian stock exchanges.

The combination will bring together ITC Infotech’s capabilities across cloud, data analytics, SAP, engineering and managed services with Happiest Minds’ strengths in digital product engineering, data, AI and cybersecurity. The companies intend to build an AI-first technology enterprise with a target of reaching $1 billion in revenue by FY28.

Sanjiv Puri, Chairman, ITC Limited and ITC Infotech, said the proposed combination would bring together complementary capabilities, domain expertise and technology strengths while expanding the organisations’ ability to deliver advanced solutions across global markets.

The combined organisation is expected to have a workforce of more than 19,000 technology professionals, creating greater scale and strengthening ITC Infotech’s presence across key international markets.

The proposed combination is also expected to expand the company’s footprint in North America and Europe and deepen its presence in the BFSI sector. The broader portfolio is expected to gain exposure to additional industries, including Healthcare, Hi-Tech and EdTech.

Ashok Soota, Chairman & Chief Mentor, Happiest Minds Technologies, said the two organisations share aligned values and a common vision, while their complementary business portfolios could create significant synergies following the completion of the amalgamation.

Manas Chakraborty, MD & CEO, ITC Infotech, highlighted the customer value expected from the combination, noting that integrating Happiest Minds’ digital engineering, data, AI and cybersecurity capabilities with ITC Infotech’s domain expertise, cloud and engineering strengths would position the combined organisation as a full-stack, AI-led transformation partner.

The proposed transaction remains subject to statutory, shareholder and regulatory approvals, including clearances from the Competition Commission of India, relevant stock exchanges and the National Company Law Tribunal.

Until all required approvals are secured, ITC Infotech and Happiest Minds will continue to operate independently. The companies expect the overall transaction and amalgamation process to be completed within approximately 15 months, subject to the regulatory and legal process.

The proposed combination represents a significant step towards creating a larger Indian technology services organisation with expanded capabilities across AI, cloud, digital engineering, cybersecurity, data and managed services, while targeting increased scale and global market reach.

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