ITC Infotech plans to acquire a 22.1% stake in Happiest Minds Technologies for ₹1,330 crore and subsequently amalgamate the two companies.

Transaction details

The following table summarises the key parameters of the proposed acquisition:

The ITC Infotech Board approved the proposal to acquire the equity stake in two tranches under a Share Purchase Agreement. The transaction will be funded through a Rights Issue by ITC Infotech. Following the share acquisition, a Scheme of Amalgamation will merge Happiest Minds with ITC Infotech. Pursuant to this scheme, shares of ITC Infotech will be listed on stock exchanges.

The proposed transaction is subject to customary statutory, shareholder, and regulatory approvals, including those from the Competition Commission of India, relevant stock exchanges, and the National Company Law Tribunal. The companies expect completion within the next 15 months and will operate independently until approvals are obtained.

Strategic context

This strategic combination aims to create a scaled, future-ready, AI-first global technology services enterprise with pro-forma revenue of US$1 billion by FY28. The deal synergistically blends ITC Infotech’s AI-led capabilities in Cloud, Data Analytics, PLM, SAP, enterprise transformation, and full-stack managed services with Happiest Minds’ strengths in Digital Product Engineering, Data, Cybersecurity, and specialized AI expertise.

The combined entity will feature a global workforce of over 19,000 professionals. It aims to enhance competitiveness for large transformation-led mandates and expand presence in US markets and the Banking, Financial Services, and Insurance vertical. Key industry segments such as Healthcare, Hi-Tech, and EdTech will also be added to the portfolio.

Sanjiv Puri, Chairman of ITC Limited and ITC Infotech, stated that the combination enhances the ability to deliver cutting-edge solutions across geographies. Ashok Soota, Chairman & Chief Mentor of Happiest Minds, noted significant complementarity in business portfolios. Manas Chakraborty, MD & CEO of ITC Infotech, highlighted that integrating these capabilities enables serving as a full-stack AI-led transformation partner.

What the Numbers Show

The transaction structure indicates a strategic shift for ITC Infotech from a private subsidiary to a publicly listed entity via amalgamation. The funding through a Rights Issue suggests capital market confidence, while the ₹1,330 crore valuation for a 22.1% stake implies a pre-money valuation framework aligned with the target’s growth trajectory toward the US$1 billion revenue goal.

ITC Infotech has secured a multi-year strategic technology mandate from British American Tobacco (BAT), expanding its service footprint into Poland and Romania while deepening its existing partnership. The agreement aims to accelerate BAT’s technology transformation through AI-enabled innovation, skills enhancement, and improved operational efficiencies across its global operations.

Under the expanded partnership, ITC Infotech will provide technology services to BAT in Poland, Romania, and India. The company will also continue to collaborate with BAT to scale capabilities at the newly launched BAT Future Capabilities Centre in India, while supporting BAT’s existing technology hubs in Malaysia and Mexico. This deal strengthens ITC Infotech’s onshore capabilities in Europe, which will be strategically redeployed over time to support continued regional growth.

Key Partnership Details

Jean-Pierre Cussac, Global Head of IDT Services and Tech Delivery at British American Tobacco, stated that partnering with ITC Infotech enables enhanced resilience, innovation, and agility across technology operations. He noted that ITC Infotech’s delivery excellence and domain strength make it a trusted partner as BAT streamlines its operating model, simplifies managed services, and prepares for the next phase of digital transformation.

Manas Chakraborty, Managing Director and CEO of ITC Infotech, described the strategic programme as a milestone in the company’s European growth roadmap and its decades-long partnership with BAT. He emphasized that the alliance reflects a commitment to accelerate BAT’s transformation by combining exceptional domain experience with complementary technology skills. Chakraborty added that the company envisages many such outcome-oriented long-term collaboration opportunities with clients worldwide.

What the Numbers Show

While the financial value of the mandate was not disclosed, the geographic expansion into Poland and Romania signals a strategic shift for ITC Infotech towards onshore delivery models in Europe. This move complements its offshore capabilities in India and nearshore support in Malaysia and Mexico, creating a more resilient global delivery network. The focus on AI-enabled innovation suggests that future revenue streams may increasingly derive from advanced digital services rather than traditional IT maintenance, aligning with broader industry trends toward automation and intelligent systems.