Strategic Combination of ITC Infotech and Happiest Minds Technologies to Create a Scaled, Future-Ready, AI-First Global Technology Services Enterprise with US$ 1 Billion Revenue by FY28[1]

BANGALORE, India — ITC Infotech (ITCI), a wholly owned subsidiary of ITC Limited and a leading global technology services player, today announced the proposed strategic combination with Happiest Minds Technologies Limited (Happiest Minds) to create a scaled, future-ready, AI-first global technology services enterprise. The ITCI Board approved a proposal to acquire 22.1% equity stake from the promoter of Happiest Minds in two tranches under a Share Purchase Agreement. The transaction would be funded through a Rights Issue by ITC Infotech. ITCI Board has also approved a proposed Scheme of Amalgamation of Happiest Minds with ITCI which will be effected after the share acquisition. Pursuant to the scheme, the shares of ITCI will be listed on the stock exchanges. The proposed transaction has also been endorsed by the Board of Directors of ITC Limited.

This strategic combination will synergistically blend ITCI’s AI-led capabilities across Cloud, Data Analytics, PLM, SAP, enterprise transformation, industry-specific technology solutions and full-stack managed services together with Happiest Minds’ strengths in build-led Digital Product Engineering, Data, Cybersecurity, and specialized AI expertise. The proposed combination will lead to a step change in scale for ITCI, enhancing its competitiveness to win large transformation-led mandates and augment capability in critical areas to effectively serve its client base and address new value pools that are emerging with rapid adoption of AI across enterprises. The combined entity will also lead to substantially enhanced presence in the US markets as well as in the Banking, Financial Services and Insurance vertical. Further, key industry segments such as Healthcare, Hitech and Edutech would also get added to ITCI’s portfolio. By adding marquee clients to ITCI’s customer base, the proposed combination will also unlock significant cross-selling & up-selling opportunities.

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With a combined global workforce of over 19,000 professionals, it will also deepen complementary capabilities to deliver a full-stack value proposition for end-to-end solutions spanning Build, Intelligence, and Operations whilst expanding into high potential verticals including Hi-Tech, Healthcare and EdTech.

The proposed transaction is subject to the satisfaction of customary statutory, shareholder and regulatory approvals, including approvals from the Competition Commission of India, the relevant stock exchanges and the National Company Law Tribunal. The companies expect the transaction to be completed within the next 15 months and will continue to operate independently until all approvals have been obtained. Shares of ITC Infotech will be listed on the stock exchanges post receipt of all approvals.

ITC Infotech is a leading global technology services and solutions provider, led by Business and Technology Consulting.