ITC Infotech India Ltd, a wholly owned subsidiary of ITC Ltd, has approved the acquisition of a 22.106% stake in Happiest Minds Technologies Ltd (HMTL) from its promoters, followed by the amalgamation of Happiest Minds with and into ITC Infotech.
The transaction, which marks a major consolidation in India’s technology services sector, involves a cash consideration of ₹1,330 crore for the acquisition of 3,36,61,700 equity shares of Happiest Minds from promoters Ashok Soota and Ashok Soota Medical Research LLP.
The proposed merger is subject to applicable regulatory and other approvals.
Share-swap ratio set at 25:81
Under the proposed scheme of amalgamation, ITC Infotech will issue and allot 25 fully paid-up equity shares of ₹10 each for every 81 fully paid-up equity shares of ₹2 each held by Happiest Minds shareholders, other than ITC Infotech, as on the record date.
Following the merger, the shares of ITC Infotech are proposed to be listed on BSE Ltd and the National Stock Exchange of India Ltd.
The acquisition will be funded through a rights issue by ITC Infotech.
ITC Infotech will acquire the 22.106% stake in Happiest Minds in two tranches of 11% and 11.106%, respectively, subject to applicable approvals and fulfilment of closing conditions.
Building a larger technology services platform
Happiest Minds is a listed information technology services company specialising in digital transformation, with capabilities spanning cloud computing, analytics, artificial intelligence and cybersecurity.
For ITC Infotech, the transaction is aligned with its Orbit Next strategy, which focuses on accelerating global expansion through capability-led strategic partnerships.
The proposed combination is expected to bring together complementary capabilities of the two companies and significantly increase ITC Infotech’s scale, competitiveness and technology offerings.
The merged entity will have a combined global workforce of more than 19,000 professionals, strengthening its ability to offer end-to-end technology solutions across Build, Intelligence and Operations.
The combination is also expected to expand the company’s presence in high-potential verticals such as Hi-Tech, Healthcare and EdTech.
Focus on AI, cloud and cybersecurity
The merger comes at a time when enterprises are increasing investments in artificial intelligence, cloud transformation, cybersecurity and data-driven technologies.
Happiest Minds’ established capabilities in these areas could complement ITC Infotech’s existing technology and industry expertise, potentially allowing the combined business to offer a broader range of services to global clients.
The transaction is also expected to provide ITC Infotech with greater scale to compete in the rapidly evolving global digital engineering and technology services market.
Puri: Important milestone
“Today marks an important milestone in the journey towards Happiest Minds becoming an integral part of ITC Infotech, subject to receipt of regulatory approvals,” said ITC Ltd and ITC Infotech Chairman Sanjiv Puri.
“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,” Puri added.
He said the shared values, people and customer-centricity of the two organisations would provide a strong foundation for the integration.
Soota sees strong business complementarity
Happiest Minds Technologies Chairman & Chief Mentor Ashok Soota said the merger would make Happiest Minds part of a larger organisation following completion of the legal and regulatory formalities.
“The two organisations are aligned on our values and shared vision for the future. There is very significant complementarity in our business portfolios which will ensure synergy,” Soota said.
“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,” he added.
The proposed transaction represents a significant step in ITC Infotech’s ambition to build a larger global technology services platform, while giving Happiest Minds access to the scale, capabilities and broader business ecosystem of the ITC Group.