3i Infotech disclosed a revised substantial acquisition filing after Capital NxT LLP and its Persons Acting in Concert (PACs) increased their aggregate holding to 7.08% of the total voting capital.

The acquirer group notified the stock exchanges of the updated holding structure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure corrects an earlier filing dated July 30, 2026, to accurately reflect the acquisition date advised by the exchange.

Acquisition Details

Capital NxT LLP acquired 703,915 equity shares on July 29, 2026, through open market purchases. This transaction increased the aggregate holding of the acquirer and its PACs from 6.74% to 7.08% of the total voting capital. The move triggered the mandatory disclosure requirement as the stake exceeded the previous reporting threshold.

The PACs associated with Capital NxT LLP include Lakshmi Kaushik, Aishwarya Arvind, Mythili Srinivasan, and Venkatraman Srinivasan. The acquirer is not part of the promoter or promoter group of the target company.

Shareholding Structure

The table below outlines the change in holdings before and after the acquisition:

The shares were listed on both the BSE Limited and the National Stock Exchange of India Limited. The disclosure was submitted by Viswanadharaju Bhoopathiraju, Partner at Capital NxT LLP.

3i Infotech has issued an addendum to the notice for its 33rd Annual General Meeting (AGM) scheduled for August 28, 2026. The addendum incorporates a proposal for the removal of Mr. Umesh Mehta from the office of Non-Executive Non-Independent Director as Item No. 5 in the special business agenda.

The proposal stems from a special notice dated August 3, 2026, received from NMS Leasing and Infotech Private Limited. The proposing shareholder holds 2,074,845 equity shares, constituting approximately 1.00039% of the paid-up equity share capital. Under Section 115 of the Companies Act, 2013, read with Rule 23 of the Companies (Management & Administration) Rules, 2014, the shareholder seeks to pass an ordinary resolution for Mr. Mehta’s removal under Section 169 of the Act.

Rationale for Removal

The proposing shareholder cited concerns regarding Mr. Mehta’s professional background and its relevance to the company’s technology strategy. The notice states that publicly available information does not indicate Mr. Mehta has held responsibility for developing proprietary software products, leading large software engineering organizations, or managing global technology delivery businesses.

Key observations from the special notice include:

• Mr. Mehta’s experience appears confined primarily to managing internal enterprise technology environments for manufacturing companies.
• There is no disclosed record of successfully leading a global IT services business or managing technology product portfolios.
• The shareholder argues this background lacks the specialist industry expertise required for effective board oversight of 3i Infotech’s technology strategy.

Mr. Mehta was appointed as an Additional Non-Executive Non-Independent Director effective March 22, 2024, with his appointment later approved by members via postal ballot on June 15, 2024.

Board’s Position

The Board of Directors considered the special notice and a written representation submitted by Mr. Mehta during its meeting on August 12, 2026. The Board acknowledged Mr. Mehta’s significant contributions to board deliberations and the Products Innovation Sub-Committee.

According to the explanatory statement, Mr. Mehta has provided valuable insights in:

• Evaluating expenditure on existing products and determining continuation strategies.
• Identifying potential market opportunities.
• Shaping the company’s positioning and go-to-market strategy.

Consequently, the Board does not recommend the ordinary resolution for the removal of Mr. Mehta, stating that his continued association would be of immense benefit given his extensive experience and expertise.

Director’s Representation

In his written representation under Section 169(4) of the Companies Act, 2013, Mr. Mehta contested the assessment of his professional relevance. He emphasized that as a Non-Executive Director, his role involves strategic guidance and governance oversight rather than operational execution.

Mr. Mehta highlighted specific contributions to the Product Innovation Committee, including:

• Recommending discontinuation of investments in legacy technology products.
• Advocating for strategic go-to-market partnerships over equity investments.
• Proposing the establishment of Centres of Excellence for AI and Cybersecurity.
• Recommending the embedding of AI capabilities into existing products.

He noted that the special notice does not allege any misconduct, breach of fiduciary responsibility, or regulatory non-compliance. Instead, the grounds concern an assessment of his professional background and suitability.

What the Numbers Show

The proposing shareholder holds a relatively small stake of 1.00039% in the company. This indicates that the move to remove a director is driven by specific governance or strategic disagreements rather than a large-scale activist campaign involving significant equity ownership. The outcome depends entirely on how other shareholders vote at the AGM, as the resolution requires only an ordinary majority.

The AGM will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Members can inspect relevant documents electronically without fees until the date of the AGM. The addendum to the notice is available on the company's website and the websites of BSE Limited, National Stock Exchange of India Limited, and National Securities Depository Limited.