3i Infotech shares cross 5% threshold as Capital NxT LLP acquires 100,000 shares

What the filing disclosed

On 21 July 2026, 3i Infotech Ltd (BSE: 532628) filed a disclosure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The filing records that Capital NxT LLP, together with four persons acting in concert (PACs), acquired equity shares of 3i Infotech in the open market. The transaction raised the combined shareholding of the acquirer and its PACs to 5.02 % of the total voting capital (4.90 % of the diluted voting capital), thereby crossing the 5 % trigger that mandates a public disclosure.

Details of the acquisition

• Acquirer and PACs: Capital NxT LLP is the primary acquirer. The persons acting in concert are Lakshmi Kaushik, Aishwarya Arvind, Mythili Srinivasan and Venkatraman Srinivasan.
• Mode of acquisition: Open‑market purchase.
• Shares acquired: 100,000 equity shares carrying voting rights, representing 0.048 % of the total share capital and 0.047 % of the diluted share capital.
• Pre‑acquisition holding: 4.97 % of the total voting capital (4.85 % of diluted).
• Post‑acquisition holding: 5.02 % of the total voting capital (4.90 % of diluted).
• Equity share capital: Remains unchanged at 20,74,03,767 shares (approximately 20.74 crore).
• Diluted share capital after acquisition: 21,26,10,630 shares (approximately 21.26 crore).

The filing does not mention any encumbrances, pledges, warrants, convertible securities or other instruments attached to the acquired shares. Consequently, the total holding is simply the sum of the voting shares acquired.

Regulatory framework

Regulation 29(1) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 requires any person or group of persons acting in concert to disclose to the stock exchanges when their shareholding in a listed company crosses the 5 % threshold. The purpose is to ensure transparency in the build‑up of significant stakes that could influence control or management of the target company. The disclosure must be made within two trading days of the transaction that causes the threshold to be breached. In this case, the filing was made on 21 July 2026, indicating compliance with the statutory timeline.

"The aggregate shareholding of the Acquirer along with PAC has reached 5 % of the total shareholding of the Target Company, thereby triggering the requirement for disclosure under the aforesaid regulation." – excerpt from the filing.

Key facts at a glance

Why this matters for investors

The disclosure signals that a new investor group now holds a material stake in 3i Infotech. While the filing does not indicate any intention to seek board representation or launch a takeover, the crossing of the 5 % threshold brings the group under the watch of SEBI’s takeover code. Investors should note that the acquisition was made through open‑market purchases, implying that the shares were bought at prevailing market prices without any preferential pricing.

From a capital‑structure perspective, the transaction does not alter the company’s equity base; the total number of issued shares remains unchanged. However, the increase in the diluted share base (to 21.26 crore) reflects the inclusion of potential convertible instruments that are already part of the company’s capital structure, though none were exercised in this transaction.

Regulatory compliance is confirmed, as the filing was submitted within the required timeframe. No encumbrances or pledged shares were reported, meaning the newly acquired stake is free of restrictions that could affect voting rights.

Conclusion

Capital NxT LLP, together with its four PACs, has increased its holding in 3i Infotech Ltd to just over 5 % of voting shares through an open‑market purchase of 100,000 equity shares. The acquisition triggered a mandatory disclosure under SEBI Regulation 29(1), which was filed with BSE and NSE on 21 July 2026. No further actions, such as a formal offer or board nomination, are disclosed in the filing, and the company’s share capital remains unchanged.