3i infotech has received a disclosure from Capital NxT LLP regarding the substantial acquisition of its equity shares by the acquirer and its Persons Acting in Concert (PAC). The group’s aggregate shareholding has reached 7.08% of the total voting capital, crossing the 7% threshold mandated for disclosure under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquisition was executed through open market purchases, signaling continued institutional interest in the IT services firm.

The disclosure, dated July 30, 2026, was submitted to both the BSE Limited and the National Stock Exchange of India Limited. Viswanadharaju Bhoopathiraju, Partner at Capital NxT LLP, signed the filing. The acquirer is not part of the promoter group of 3i Infotech Limited. The transaction involved the purchase of 703,915 shares carrying voting rights, which represents an increase of 0.34% in terms of total shareholding and 0.33% in diluted shareholding.

Shareholding Structure Details

Prior to this acquisition, Capital NxT LLP and its PAC held 13,987,454 shares, constituting 6.74% of the total voting capital and 6.58% of the diluted voting capital. Following the open market buy, the total holding stands at 14,691,369 shares. There were no changes in shares under encumbrance, warrants, or convertible securities during this period.

The total equity share capital of 3i Infotech Limited remained unchanged at 20,74,03,767 shares before and after the acquisition. The total diluted share/voting capital of the company stands at 21,26,10,630 shares.

Persons Acting in Concert

The disclosure identifies four individuals as Persons Acting in Concert with Capital NxT LLP: Lakshmi Kaushik, Aishwarya Arvind, Mythili Srinivasan, and Venkatraman Srinivasan. These entities are grouped together for the purpose of calculating aggregate shareholding limits under SEBI regulations.

What the Numbers Show

The acquisition brings the PAC’s stake closer to the 9% threshold, which would trigger further disclosure obligations and potentially open the door for an open offer if the limit is breached. The mode of acquisition—open market—suggests a strategic accumulation rather than a block deal or preferential allotment, allowing the investor to build position gradually without immediate control implications. The lack of encumbrances on the newly acquired shares indicates clean title transfer.

3i Infotech Limited reported a consolidated operating revenue of ₹1,779.4 crore for the quarter ended June 30, 2026 (Q1FY27), marking a 4.3% year-on-year increase from ₹1,705.5 crore in Q1FY26. The company delivered a consolidated profit after tax (PAT) attributable to equity holders of ₹6.5 crore, down from ₹7.6 crore in the corresponding period last year. Despite the decline in net profit, gross margins expanded significantly to 11.4% from 8.6% in Q1FY26, reflecting improved operational efficiency. The Board of Directors approved the unaudited financial results on July 23, 2026, alongside key strategic developments including the appointment of Sanjay Vatsa as an Additional Director and the conversion of inter-company loans into redeemable preference shares for its subsidiary, NuRe FutureTech Private Limited.

The Board approved the appointment of Sanjay Vatsa as an Additional Director, designated as Non-Independent Non-Executive Director liable to retire by rotation, effective July 24, 2026, subject to shareholder approval at the upcoming Annual General Meeting (AGM). Concurrently, Ambarish Dasgupta, a Non-Independent Non-Executive Director, will retire by rotation at the ensuing 33rd AGM and has expressed his intention not to seek re-appointment due to potential conflicts of interest arising from his consulting firm's expansion into the IT security domain. Additionally, Venu Gopal Reddy, Business Head – Infrastructure Services, was appointed as Senior Management Personnel with immediate effect.

Financial Performance Highlights

On a standalone basis, revenue from operations stood at ₹751.0 crore, compared to ₹855.2 crore in Q1FY26, while standalone PAT was ₹6.6 crore against ₹1.4 crore in the prior year period. The company secured total contract value (TCV) order bookings of ₹240.9 crore (ACV ₹195.6 crore) during the quarter, indicating healthy pipeline momentum. Consolidated EBITDA was not explicitly disclosed as a single line item but can be derived from segment results; however, the prior year’s comparable figures included significant one-time other income. The statutory auditors, C K S P AND CO LLP, issued a qualified conclusion on the consolidated financial results due to adverse opinions on the going concern basis for certain subsidiaries.

*Note: Gross margin calculated as Segment Results (Gross Profit) / Total Net Sales.

Segment and Geographic Mix

The Application, Automation & Analytics (AAA) segment remained the largest contributor, accounting for ₹1,303.6 crore or approximately 73.3% of total revenue, driven by demand for application modernization and AI-led solutions. Infrastructure Services (IS) contributed ₹333.0 crore (18.7%), reflecting stable demand for cloud and cybersecurity services, while Business Process Services (BPS) accounted for ₹139.9 crore (7.9%). Geographically, the Middle East & Africa (MEA) region showed strong momentum, although specific regional revenue splits were not detailed in the consolidated notes beyond segment performance. The company continues to face challenges in its international subsidiaries, with several entities reporting negative net worths and going concern uncertainties.

Strategic Developments and Subsidiary Restructuring

The Board approved the conversion of an outstanding inter-company loan of ₹9.88 crore and accrued interest of ₹1.23 crore into redeemable preference shares for its wholly-owned subsidiary, NuRe FutureTech Private Limited. This transaction, valued at ₹11.11 crore, is part of a broader capitalization effort that includes a fresh fund infusion of ₹2 crore, bringing the total capitalization to ₹13.11 crore. This move aims to strengthen the subsidiary’s balance sheet as it pursues new business opportunities in IT and AI services. The company also continues to monitor long-outstanding legacy matters, having filed complaints with the Economic Offences Wing and SEBI based on forensic audit recommendations.

What the Numbers Show

The divergence between the standalone PAT surge and the consolidated PAT decline highlights the impact of non-operating items and subsidiary losses on the group’s bottom line. While top-line growth remains modest at 4.3% YoY, the improvement in gross margin from 8.6% to 11.4% signals better pricing power and cost discipline in core operations. The strong order book of ₹240.9 crore TCV provides visibility into future revenue streams. However, the qualified audit opinion due to going concern issues in subsidiaries like Nure Bharat Network Limited and 3i Infotech (Middle East) FZ LLC underscores ongoing structural challenges within the group’s international footprint. The strategic infusion into NuRe FutureTech suggests management’s focus on revitalizing key domestic assets amidst these complexities.