Capital NxT LLP and its Persons Acting in Concert (PAC) have increased their shareholding in 3i Infotech to 5.02%, triggering a mandatory disclosure under SEBI takeover regulations. The acquisition involved the purchase of 100,000 equity shares via the open market, which pushed the aggregate holding past the 5% threshold. This move necessitates a formal filing with the stock exchanges to ensure transparency in substantial share acquisitions.

The disclosure was submitted to BSE Limited and the National Stock Exchange of India Limited on July 20, 2026, by Viswanadharaju Bhoopathiraju, Partner of Capital NxT LLP. The filing detailed the shareholding pattern before and after the transaction, confirming that the acquirer does not belong to the promoter or promoter group of the target company. The total voting capital of 3i Infotech Limited remains unchanged at 20,74,03,767 shares post-acquisition.

Details of the Acquisition

The transaction involved Capital NxT LLP acting as the acquirer alongside four identified PACs: Lakshmi Kaushik, Aishwarya Arvind, Mythili Srinivasan, and Venkatraman Srinivasan. The group's collective holding rose from 4.97% to 5.02% of the total paid-up voting capital. In terms of diluted share capital, which includes potential equity from convertible instruments, the holding increased from 4.85% to 4.90%.

The following table outlines the changes in shareholding:

Regulatory Context

The disclosure was filed pursuant to Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This regulation mandates that any acquirer, along with PACs, must disclose their shareholding once it reaches or exceeds 5% of the voting capital of a listed company. The filing confirms that the mode of acquisition was the open market and that no encumbrances were involved in the transaction.

3i Infotech has approved the grant of 19,40,000 stock options to identified employees under its 3i Infotech Employee Stock Option Plan 2023. The decision was taken by the company's Nomination and Remuneration Committee (NRC) during a meeting held on July 17, 2026. The grant aims to incentivize employees and align their interests with the growth of the company.

The options are priced at ₹10 per stock option and will vest over a period of three years. The vesting schedule is structured such that 33% of the options vest at the end of the first year, another 33% at the end of the second year, and the remaining 34% at the end of the third year. Once vested, the options can be exercised within a period of five years from the respective vesting dates.

The ESOP 2023 is compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The total number of equity shares covered by these options is 19,40,000. The equity shares arising from the exercise of these options will be pari-passu to the existing equity shares and will not be subject to any lock-in period.

The scheme also outlines provisions for dealing with stock options in cases of death, permanent incapacity, resignation, or termination. The NRC meeting commenced at 11:30 a.m. and concluded at 4:42 p.m. on July 17, 2026. The regulatory disclosure was made in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of ESOP Grant