ITC Infotech will buy a 22.1% stake in Happiest Minds Technologies for ₹1,330 crore from founder Ashok Soota.

The purchase is happening in two parts. In the first round, ITC Infotech will pick up an 11% stake by buying 1.67 crore shares at ₹390 each.

In the second round, it will buy another 11.1% stake, roughly 1.69 crore shares, at ₹400 apiece. Together, this adds up to over 3.36 crore shares changing hands.

But the stake purchase is only step one. Once it’s done, Happiest Minds is set to merge fully into ITC Infotech, and the combined company plans to list on the stock exchanges afterward.

Existing Happiest Minds shareholders won’t be left out either. Under the agreed swap ratio, they’ll receive 25 shares of ITC Infotech for every 81 shares they currently hold in Happiest Minds.

Here’s what the deal is actually worth on paper. Happiest Minds has been valued at around ₹6,167 crore, while ITC Infotech’s valuation works out to about ₹11,920 crore.

Once merged, ITC Ltd is expected to hold around 73.4% of the new entity, with the remaining 26.6% belonging to current Happiest Minds shareholders.

The two firms are pitching this as a natural fit. Happiest Minds contributes digital engineering, data, and cybersecurity capabilities, while ITC Infotech brings cloud, analytics, and enterprise transformation experience.

The plan is to build a technology enterprise generating $1 billion in revenue by FY28, with a combined workforce of nearly 19,000 people.

The entire process, from stake purchase to final merger, is expected to wrap up in about 15 months, pending regulatory approvals.

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