ITC Infotech and Happiest Minds Announce Strategic Combination to Build a $1 Billion AI-First Technology Enterprise
ITC Infotech (ITCI), a wholly owned subsidiary of ITC Limited and a global technology services provider, has announced a proposed strategic combination with Happiest Minds Technologies Limited. The transaction is aimed at creating a larger, future-ready and AI-first global technology services enterprise with enhanced capabilities, broader industry coverage and a stronger presence in key international markets.
As part of the proposed transaction, the ITC Infotech Board has approved the acquisition of a 22.1% equity stake in Happiest Minds from its promoter. The acquisition will take place in two tranches under a Share Purchase Agreement and will be funded through a Rights Issue by ITC Infotech.
Following the completion of the share acquisition, the companies plan to proceed with a Scheme of Amalgamation, under which Happiest Minds will be merged with ITC Infotech. The proposed transaction has also received the endorsement of the Board of Directors of ITC Limited. Once the scheme is completed and all required approvals are obtained, shares of ITC Infotech are expected to be listed on the stock exchanges.
The combination is designed to bring together the complementary strengths of both organizations and create a technology services company capable of addressing the growing demand for artificial intelligence, digital transformation and end-to-end technology solutions.
Combining Complementary Technology Capabilities
ITC Infotech brings extensive capabilities across artificial intelligence, cloud, data analytics, product lifecycle management (PLM), SAP, enterprise transformation, industry-specific technology solutions and managed services.
Happiest Minds, meanwhile, contributes established strengths in digital product engineering, data, cybersecurity and specialized AI capabilities. The combination is expected to create a broader technology portfolio spanning the entire digital transformation lifecycle.
The resulting organization will be positioned to provide an integrated value proposition covering Build, Intelligence and Operations, enabling customers to access technology consulting, product engineering, data and AI capabilities, cybersecurity and managed services through a unified platform.
According to the companies, the increased scale will strengthen ITC Infotech’s ability to compete for large, transformation-led technology contracts. It will also expand capabilities in areas where demand is accelerating as enterprises adopt AI across business operations.
Expanding Global and Industry Presence
The proposed combination is expected to significantly strengthen the combined company’s presence in the United States, one of the world’s largest technology services markets. It will also expand its capabilities and customer reach in the Banking, Financial Services and Insurance (BFSI) sector.
In addition, the transaction is expected to bring new industry segments into ITC Infotech’s portfolio, including Healthcare, Hi-Tech and EdTech. These additions will complement the company’s existing presence across sectors such as banking and financial services, healthcare, manufacturing, consumer goods, travel and hospitality.
The combined business is also expected to benefit from a broader customer base. The addition of Happiest Minds’ marquee clients could create opportunities for cross-selling and up-selling, allowing the organization to introduce a wider range of technology services and solutions to existing customers.
With a combined global workforce of more than 19,000 professionals, the proposed enterprise would have greater scale and a wider pool of technology expertise. The companies believe this will improve their ability to support customers through increasingly complex digital and AI-led transformation initiatives.
Building an AI-First Technology Partner
Artificial intelligence is at the center of the strategic rationale behind the proposed combination. As enterprises increasingly move beyond experimentation and begin integrating AI into core business processes, demand is growing for partners that can combine AI expertise with industry knowledge, engineering capabilities and large-scale technology operations.
By integrating Happiest Minds’ digital engineering, data, AI and cybersecurity expertise with ITC Infotech’s domain knowledge, cloud capabilities and enterprise transformation experience, the combined organization aims to provide a more comprehensive AI-led transformation offering.
The strategy is intended to support customers across multiple stages of their technology journeys—from developing and modernizing digital products to using data and AI for business intelligence and managing technology operations at scale.
Leadership Perspectives
Sanjiv Puri, Chairman of ITC Limited and ITC Infotech, described the proposed combination as an important milestone in the companies’ journey toward bringing Happiest Minds into the ITC Infotech organization, subject to regulatory approvals.
He highlighted the complementary strengths, domain expertise and future-ready capabilities of the two organizations, while also pointing to their shared focus on people and customers. According to Puri, the combination is expected to strengthen the companies’ ability to deliver advanced technology solutions across global markets.
Ashok Soota, Chairman and Chief Mentor of Happiest Minds Technologies, said the proposed amalgamation would enable Happiest Minds to become part of a larger organization while preserving the alignment between the two companies’ values and vision.
Soota emphasized the significant complementarity between the organizations’ business portfolios and expressed confidence that ITC Infotech would provide a strong platform for Happiest Minds’ continued growth.
Manas Chakraborty, Managing Director and CEO of ITC Infotech, said the combination is fundamentally focused on increasing the value delivered to customers. He noted that bringing together Happiest Minds’ digital engineering, data, AI and cybersecurity capabilities with ITC Infotech’s domain expertise, cloud and engineering capabilities would enable the combined organization to operate as a full-stack AI-led transformation partner.
Regulatory Approvals Required
The proposed transaction remains subject to customary statutory, shareholder and regulatory approvals. These include clearances from the Competition Commission of India, relevant stock exchanges and the National Company Law Tribunal, among other applicable approvals.
Until all required approvals are received and the transaction is completed, ITC Infotech and Happiest Minds will continue to operate independently.
The companies expect the overall transaction process to be completed within approximately 15 months, subject to the satisfaction of all applicable conditions and regulatory requirements. ITC Infotech’s shares are expected to be listed on the stock exchanges following completion of the scheme and receipt of the necessary approvals.
About ITC Infotech
ITC Infotech is a global technology services and solutions provider focused on business and technology consulting. The company combines digital expertise, industry-specific partnerships and deep domain knowledge derived from the wider ITC Group to help enterprises address complex business challenges.
Its services span multiple industries, including banking and financial services, healthcare, manufacturing, consumer goods, travel and hospitality. ITC Infotech works with enterprises through traditional and emerging technology business models, positioning itself as a long-term technology partner.
About Happiest Minds Technologies
Happiest Minds Technologies is an AI-first digital engineering company focused on helping enterprises accelerate digital transformation. Its capabilities span product engineering, cybersecurity, analytics, automation and technology solutions extending from chip to cloud.
The company serves customers across industries including BFSI, EdTech, healthcare and life sciences, Hi-Tech, media and entertainment, industrial and manufacturing, energy and utilities, and retail, consumer packaged goods and logistics.
Happiest Minds is headquartered in Bengaluru and has a global presence across the Americas, United Kingdom, Europe, Australia, the Middle East, Africa and Asia. The company has also received recognition for its corporate governance practices and workplace culture.
The proposed combination with ITC Infotech marks a significant step toward creating a larger technology services organization focused on AI, digital engineering and enterprise transformation. If completed, the merger would combine complementary capabilities, expand global reach and create a broader platform to capture opportunities emerging from the rapid adoption of artificial intelligence.
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