Upon listing, Happiest Minds-ITC Infotech combo expected to be valued at ₹18,000 crore

Upon listing, Happiest Minds-ITC Infotech combination is expected to be valued at ₹18,000 crore: the combined market value of (standalone equity/enterprise value) ITC Infotech is calculated at ₹12,000 crore while, Happiest Minds is pegged at ₹6,167 crore, according to an independent enterprise valuation report jointly prepared by PwC and Grant Thornton.

Ashok Soota-promoted Happiest Minds Technologies Limited, had on August 31 signed a definitive agreement to combine its business with ITC Infotech India Limited, to create a scaled, AI-first global technology services enterprise with an annual revenue of ₹8,000 crore by FY 2028.

As part of the transaction, ITC Infotech will acquire an aggregate minority stake of 22.1% in Happiest Minds from the Promoter and Promoter entities across two tranches for a total consideration of ₹1,330 crore (average price of ₹395/share). The companies will have a combined employee strength of over 19,000 (of which 12,500 are of ITC Infotech), serve over 800 customers in over 30 countries.

Happiest Minds achieved a premium valuation of 15.1x EV/EBITDA, compared to ITC Infotech’s 13.6x EV/EBITDA, due to its Minds’ cutting-edge business model, revealed, officials of Happiest Minds, Joseph Anantharaju, co-chairman and CEO and Venkatraman Narayan, Managing Director, who spoke at a media conference on Tuesday (September 2, 2026). On swap ratio, shareholders would receive 25 shares of ITC Infotech for every 81 shares of Happiest Minds they hold, they added.

Commenting on the specific mechanics of Ashok Soota’s 22.1% exit, the company executives said, instead of a lump-sum block deal, Mr. Soota’s 22.1% secondary stake sale to ITC Infotech would be executed in a two-stage, milestone-based structure: 11% and 11.1%. Pursuing block deals was not feasible for the company as it could impact the company’s valuation, they stressed.

Responding to media queries on the ownership structure of the entity, they said that post merger, ITC Limited would hold a 74% stake, and Happiest Minds shareholders (including Mr. Soota) will collectively hold 26% of the new merged entity. This specific structure was chosen intentionally to stay compliant with SEBI’s Minimum Public Shareholding (MPS) rule, which mandates that a listed company must have at least 25% public float.

However, the executive team stated they are legally barred from discussing integration plans, name of the merged entity or logo designs until CCI approval is formally received.

On relisting timeline, once the National Company Law Tribunal approves the scheme, Happiest Minds shares will be converted into ITC Infotech shares, which will then relist on the stock exchanges within a statutory 60-day window.

When asked why the company has not explored an open offer route, the leadership clarified that an open offer was only mandatory for transactions involving more than 25% of shares. Because this secondary transaction was capped at 22.1% and paired directly with a merger, an open offer was avoided to ensure they didn’t violate SEBI’s public float requirements later.

According to the leadership, the teams expect to fully create and transition into the integrated company in next 15 months.