ITC Infotech to buy 22.1% of Happiest Minds, then merge it in and list on the exchanges

ITC Limited told the exchanges that the board of its wholly owned subsidiary, ITC Infotech India Limited, has approved a two-part transaction with the listed IT services firm Happiest Minds Technologies Limited (HMTL).

First, ITC Infotech will acquire a 22.106% equity stake in HMTL from the promoter group — Mr. Ashok Soota and Ashok Soota Medical Research LLP — for cash, in two tranches. Second, HMTL will be amalgamated with and into ITC Infotech. Per the filing, the stake purchase is to be funded through a rights issue by ITC Infotech. ITC's own board has endorsed the transaction.

The two steps are sequenced: the share purchase completes first, followed by the scheme of amalgamation. Under the swap, HMTL shareholders other than ITC Infotech will receive ITC Infotech shares in a fixed ratio, and ITC Infotech's shares are proposed to be listed on the BSE and NSE. The filing states the resultant shareholding would leave ITC Limited holding roughly 73.4% of the combined entity and former HMTL shareholders roughly 26.6%.

ITC frames the deal under ITC Infotech's 'Orbit Next' strategy of global expansion through capability-led partnerships, describing complementary strengths across cloud, data, AI, cybersecurity and digital engineering.

Completion is subject to the Transaction Documents and to statutory and other approvals, including from the stock exchanges, the Competition Commission of India, and the National Company Law Tribunal. The disclosure schedule gives an indicative completion window of three to eight months from execution of the Transaction Documents; the accompanying media statement says the companies expect the overall transaction to be completed within about 15 months, during which the two firms will continue to operate independently.