Deal Summary

• Listing reference:  FIH.com Listing #1930264.

• Business name:  withheld; released after a signed NDA, and referred to here as the company.

• Website:  disclosed after NDA.

• Location:  North India; a remotely operable team, with delivery and client presence across North America, Europe, the Middle East and Asia-Pacific.

• Incorporated:  2020.

• Business model:  Employer of Record and technology staff deployment, including legal employment, payroll, tax and compliance administration, with managed IT services and proprietary AI platforms.

• Industry:  Employer of Record, technology staffing, IT services and enterprise software.

• Stake for sale:  100%.

• Revenue (FY2026):  approximately $2.96 million.

• Profit (FY2026):  approximately $0.32 million, representing a 10.8% margin.

• Recent trajectory:  revenue of approximately $2.51M (FY2023), $1.88M (FY2024), $2.52M (FY2025) and $2.96M (FY2026); revenue recovered from the FY2024 dip and reached a record in FY2026, and buyers should test the durability of that step-up.

• Balance-sheet intangibles:  approximately $1.42 million of capitalised software, including $0.25 million completed and $1.17 million under development.

• Asking price:  $8,000,000, cash-free and debt-free.

• Implied multiples:  approximately 2.70x revenue and 25.01x FY2026 profit after tax.

• Financing:  approximately $0.93 million of borrowings, to be settled or refinanced at completion.

• Tag line:  Founder-Led EOR, IT Services and AI Platform Business.

Executive Summary

The company is a founder-led Indian Employer of Record (EOR) and technology-services business. It recruits and vets technology professionals, legally employs and administers deployed personnel for enterprise clients, processes payroll and employment documentation, delivers project-based IT and data work, and has built proprietary AI platforms for business communication, recruitment workflow and operational automation. Incorporated in 2020, it generates approximately $2.96 million of annual revenue from a bench and network of pre-screened consultants deployed against client demand.

In the year to 31 March 2026, its strongest on record, the company reported approximately $2.96 million of revenue and $0.32 million of profit after tax, a margin near 11%. Revenue fell in FY2024, recovered in FY2025 and reached a new high in FY2026, when profit also set a record and the balance sheet strengthened as gearing fell and working capital turned positive. Two normalisations belong in any buyer's model: the FY2026 tax charge was unusually low, and the accounting policy capitalises certain development costs, so reported profit sits above a fully-taxed, fully-expensed view. Buyers should also confirm that the FY2026 step-up is durable rather than driven by one-off contracts. The financial section sets out the four-year series.

The business was built by two co-founder directors. One leads technology and delivery and previously held roles at major global technology firms; the other leads marketing and business development, built over two decades. A distinctive feature of the balance sheet is approximately $1.42 million of capitalised software development reflecting the AI platform build. The maturity, live usage and revenue contribution of that IP are central diligence questions, alongside verification of the company's EOR contract structure and legal-employer responsibilities by jurisdiction.

The business is offered as a 100% sale on a cash-free, debt-free basis at $8,000,000, representing approximately 2.70x FY2026 revenue and 25.01x FY2026 profit after tax. The price assumes value from the EOR operating model, platform IP and continued growth; it should be weighed against the sustainability, tax, capitalisation and compliance points in this memorandum. Management's five-year plan, summarised in Section 11, targets a sixfold increase in revenue and is treated as a projection rather than part of the current valuation base.

Company Overview and EOR Model

The company was built to solve an enterprise workforce problem: finding, vetting, legally employing and deploying technology talent faster than a client could hire directly, while carrying the employment contracts, payroll, tax compliance and legal documentation for each placement. Talent is sourced from an in-house bench of pre-screened professionals, a network of vendor partners and independent contractors engaged directly. In substance, this is an EOR-led delivery model combined with recruitment and staff augmentation.

Around this EOR and workforce-administration core, the company delivers managed IT and data projects, supplies hardware as part of larger engagements, and has built an AI product ecosystem intended to move the business beyond hourly billing. Public-facing offerings span business communication, recruitment workflow, video analytics and modular AI tools. The company serves clients across several regions and earns export revenue alongside a larger domestic base.

Revenue was approximately $2.51 million in FY2023, fell to $1.88 million in FY2024, recovered to $2.52 million in FY2025 and reached a new high of $2.96 million in FY2026. Over the same period the company increased investment in its own software, producing a significant intangible-asset position. Share capital is closely held by the two co-founders in equal parts, with a small residual holding. The accounts are audited by an independent firm of chartered accountants, and FY2026 is the most recent audited period; statements for each period are available in the data room.

Products and Services

The company earns revenue through three connected components that management treats as a single client relationship rather than separate businesses. An EOR or staffing engagement may develop into a managed project, and a project client may later adopt the software, allowing revenue per client to rise over time.

Employer of Record and staff augmentation

This is the largest line. The company recruits or sources technology professionals, becomes or acts through the legal-employment structure for deployed personnel, handles employment agreements, payroll, taxes and related compliance, bills the client by the hour or month, pays the worker and retains the spread. Margins are wider for niche skills and short-notice deployments, and revenue continues for the life of the engagement, giving the line recurring characteristics. Where the right person is not on the bench, the company uses vendor partners at a markup or directly engages independent contractors. Buyers should verify which engagements are true EOR arrangements, conventional staffing, subcontracting or contractor-of-record structures.

IT and data services

Delivered as managed projects, this line covers custom development, Salesforce and CRM engineering, workflow automation, cloud and infrastructure work, and data engineering and business intelligence on tools such as Power BI, Tableau and Qlik. These engagements often begin as placements and grow into fuller relationships, a path a new owner would want to accelerate. Hardware supply, mainly laptops and desktops, is a low-margin pass-through that inflates revenue without adding much profit and is worth isolating when assessing underlying earnings.

AI platform layer

The company has invested in an AI product ecosystem spanning omnichannel business communication and CRM, AI-enabled recruitment workflow, video analytics and modular tools for generative AI, optical character recognition, identity and access management, API orchestration and file management. This work explains the significant intangible position on the balance sheet and is central to the growth case. Because the products are newer than the EOR, staffing and services activities, current revenue contribution, live customer adoption and production status are priority diligence items.

EOR Delivery Model and Talent Engine

The operating model combines EOR administration with rapid talent fulfilment and low hiring risk for the client. It is the core operating engine a buyer would seek to scale.

An in-house panel evaluates candidates before they are put forward, reducing client rejection rates and shortening the deployment cycle. Vendor partnerships extend the talent pool when a request falls outside the company's own bench. On receiving a request, the company matches it against the bench and vendor network, shortlists candidates, arranges interviews and aims to deploy within one to two working days.

For deployed personnel, the company handles the employment contract, payroll, tax compliance and legal documentation, allowing the client to direct day-to-day work without carrying the same administrative burden. This is the defining EOR component of the model. Because candidates are pre-evaluated and often already available, engagements can begin without the notice-period delays of direct hiring. Buyers should confirm the legal employer named in each contract, statutory-benefit obligations, worker classification, payroll-tax remittance, indemnities and geographic coverage.

The company holds ISO 9001 (quality management) and ISO 27001 (information security), is a NASSCOM member, and is a Salesforce and Zoho partner. It also references CMMI Level 5, which buyers should verify.

Market and Customers

The company operates at the intersection of Employer of Record, technology staffing, talent augmentation and IT services from an Indian delivery base. Enterprises use EOR and contracted-talent models to access specialised skills, accelerate deployment and reduce the burden of local employment administration. Demand is strongest in cloud, data, AI and machine learning, cybersecurity and enterprise applications, which align with the company's delivery mix. India remains a major source of technology talent and IT outsourcing capability, supporting the plan to grow international billing at higher rate cards.

The company has served large enterprises across banking and financial services, automotive, consumer goods, retail, telecommunications, IT services and healthcare, directly and through channel and vendor partners. Named references are released after a signed non-disclosure agreement. Buyers will want to establish which relationships are active and recurring, which are EOR or staffing accounts, and which are one-off or partner-routed projects.

Served industries include telecom, banking and financial services, healthcare, retail, education technology, logistics, public sector, manufacturing, and energy and utilities, limiting dependence on any single sector. Client concentration, the split among EOR/staffing, managed services and software, the internationally billed share, and the legal-employment structure of each major account are set out in the data room.

Financial Performance

The statutory accounts are denominated in Indian rupees; all amounts in this memorandum are presented in U.S. dollars using the current conversion reference stated below. Across the four most recent audited years, revenue was approximately $2.51 million in FY2023, $1.88 million in FY2024, $2.52 million in FY2025 and $2.96 million in FY2026. Profit after tax was approximately $0.24 million, $0.12 million, $0.17 million and $0.32 million across those years, with the FY2026 margin near 11%. What matters for valuation is the FY2026 step-up to record revenue and profit, the strengthening of the balance sheet, the unusually low FY2026 tax charge, and the policy of capitalising software development.

Figures are drawn from the company's audited statements and rounded at this stage. Historical amounts were converted using $1 = INR 96.29, a July 19, 2026 mid-market reference; actual transaction-date values will vary with foreign exchange. The fixed $8.0 million asking price implies approximately 2.70x FY2026 revenue and 25.01x FY2026 profit after tax.

In FY2026, services were approximately 93% of revenue (domestic 88%, export 5%), with products and hardware making up the remaining 7%. Shareholders' funds rose to approximately $0.96 million against total borrowings of approximately $0.93 million; debt-to-equity fell from approximately 1.36 to 0.97, and the current ratio improved from approximately 0.96 to 1.65, so working capital turned positive. Completed intangible assets were approximately $0.25 million and intangibles under development approximately $1.17 million. Return on equity was approximately 40% and return on capital employed approximately 23%.

Three points bear on valuation. First, the company capitalises certain development costs, approximately $0.45 million in FY2026 including interest, salary and rent, into its intangible-asset pool, raising reported profit relative to expensing the same costs. Second, FY2026 profit carried almost no tax charge, so the reported figure overstates a normalised, fully-taxed profit; re-taxed at a standard rate, earnings would be materially lower. Third, the platform layer is the newest part of the business, and the revenue it currently produces should be verified. Each point is straightforward to resolve, and the data room is organised to answer them.

Revenue Streams and Unit Economics

The economics rest on moving a client from an EOR or single-person deployment to a broader managed workforce relationship, then to a managed IT project and, over time, to the software platform. Because the initial workforce engagement is also the entry point, the company can add project and platform revenue without a separate acquisition cost, increasing revenue per client as relationships mature.

On EOR and staffing engagements, margin is the spread between client billing and employee or consultant cost, including the value of payroll, compliance and employment administration. Margin widens for niche skills and short-notice work; own-bench deployments carry more margin than vendor-sourced ones, while the vendor network increases fulfilment. On services, margin depends on project scope and subcontracting. Realised margin by line, recurring revenue, EOR fees versus staffing spread, platform subscriptions and client retention are the figures that will test the model, and they are provided in the data room.

Operations and Team

The strategy is led by the two co-founder directors, who cover the technical and delivery side and the commercial side between them. That involvement is the company's principal execution strength and, for now, its principal dependency, since the client relationships and the delivery model rest heavily on them.

Delivery runs through a small permanent team supported by a large contracted and bench workforce, so headcount cost is low relative to revenue. The founders acknowledge that recruiting senior leaders in finance, operations and technology is a near-term priority and that much of the operation still rests on them. The questions for a buyer are how much of the model is documented and repeatable rather than held personally by the founders, and what transition or earn-out would keep them engaged through the next phase. The organisation chart and any proposed transition terms are in the data room.

Technology, Platform and Defensibility

What distinguishes the company from a conventional EOR or staffing provider is the software it has built. Its product ecosystem includes an omnichannel communication and CRM suite, an AI recruitment workflow platform, AI video analytics and modular components for generative AI, optical character recognition, identity and access management, API orchestration and file management. The products are designed as reusable blocks that can support both internal delivery and external clients.

The FY2026 accounts carry approximately $0.25 million of completed intangible assets and $1.17 million under development, approximately $1.42 million in total. Because development costs, including interest, salary and rent, are capitalised into this pool, reported profit is higher than under an expensing policy. The strength of the platform argument depends on maturity, adoption and commercial revenue, making it a priority area for technical diligence. Buyers should examine current platform revenue, active usage across the client base, the development roadmap, and ownership of the code and data, including any third-party or open-source components and contractor-assigned work.

Growth Opportunities for a Buyer

The business is offered part-way through a defined expansion, which leaves clear levers for a new owner.

• Scale the EOR and international book.  Export work is only approximately 5% of revenue today, while overseas EOR, staffing and managed-services contracts can command higher rates. An owner with established entities, payroll infrastructure or distribution in North America, Europe or the Middle East could broaden geographic coverage, increase international billing and lift blended margins.

• Move from staffing to managed services.  Many engagements begin as single placements and could grow into managed projects and retainers. A greater weighting toward outcome-based work would improve margin quality and make revenue stickier.

• Commercialise the platforms.  The AI platforms are built and capitalised but are not yet a material, visible revenue stream. An owner able to fund go-to-market could open a software line with different economics from staffing. This is the largest single opportunity and the least proven.

• Institutionalise the business.  Adding senior leadership and documenting the delivery model would reduce founder dependence, let the business scale beyond what two founders can personally run, and support the valuation a future buyer would pay.

Financial Outlook and Projections

Management publishes a forward plan that is separate from current results and should be read as a projection rather than present value. It targets a sixfold increase in revenue over five years, to approximately $15.58 million at the current conversion reference, with more than 60% of revenue from international clients and margins above 20%. The plan is staged: early years build the domestic EOR and services base and senior team, middle years push into the United States, Europe and the Middle East, and later years scale delivery and the platform.

These are the seller's own forecasts and carry the usual caveats. The plan depends on winning larger international contracts, recruiting senior management the company does not yet have, and funding the expansion, which is one reason the shareholders are seeking a partner. Management notes that the original target was revised down to a level it regards as more sustainable. The asking price is anchored to trailing performance and the platform IP, not to this plan. FIH.com has not independently verified these projections. They are included so that buyers understand the intended strategy and trajectory, and they are addressed in the risk section that follows.

Known Risk Items

These items are set out plainly because diligence will focus on them.

• A single record year to sustain. Revenue dipped to approximately $1.88 million in FY2024, recovered to $2.52 million in FY2025 and stepped up to a record $2.96 million in FY2026. Buyers should confirm the FY2026 step-up is repeatable rather than driven by one-off contracts and establish the cause of the earlier FY2024 dip.

• Low FY2026 tax charge. FY2026 profit carried almost no tax charge, so the reported figure overstates a normalised, fully-taxed profit. Earnings should be re-taxed at the applicable rate before pricing.

• Capitalised development inflates profit. The company capitalised approximately $0.45 million of costs in FY2026, including interest, salary and rent, into its intangible-asset pool, so reported profit is higher than under an expensing policy.

• Platform maturity. Approximately $1.42 million of the balance sheet is internally generated software, most of it still under development. Its current revenue contribution, customer adoption and production status should be verified.

• Gearing. Borrowings are approximately $0.93 million. Gearing improved in FY2026, but the debt remains material. The price is cash-free and debt-free, so the debt is settled or refinanced at completion.

• Valuation. At $8.0 million, the offer is approximately 25.01x FY2026 profit after tax and 2.70x revenue, and should be weighed against revenue sustainability, tax normalisation, development-cost capitalisation and compliance diligence.

• Key-person dependence. Strategy and execution rest heavily on the two founders, with limited senior management beneath them. Retention, transition and, where relevant, an earn-out are central to protecting value.

• EOR compliance, related-party costs and client mix. Buyers should verify the legal employer for each deployment, employment agreements, payroll-tax remittance, statutory benefits, worker classification, local labour-law compliance, client indemnities and jurisdictional coverage. The accounts also include remuneration and payments to promoters and relatives that should be normalised, and the share of revenue from active recurring accounts should be established.

• Certifications and forecast. The CMMI Level 5 reference should be confirmed, and the five-year plan is an ambition dependent on capital and execution rather than a calculated forecast; it should be tested before any weight is placed on it.

The Transaction

The business is offered as a 100% sale at $8,000,000 on a cash-free, debt-free basis. The seller will consider all-cash and structured offers and is open to a founder transition and, if a buyer wishes, an earn-out to keep the founders engaged through the next phase. Transition and any earn-out terms are agreed through FIH.com.

For reference: the asking price is $8,000,000, cash-free and debt-free, about 2.70x FY2026 revenue and 25.01x FY2026 profit after tax; the balance sheet carries approximately $1.42 million of capitalised platform IP and $0.93 million of borrowings, which would be settled or refinanced at completion; and the transaction is a 100% sale, all-cash or structured, agreed through FIH.com. Multiples are calculated on FY2026 audited figures converted at the stated exchange-rate reference; forward projections are management targets and are not relied on in the asking price.

The post-NDA data room contains statutory accounts for each period; revenue mix by EOR/staffing, services, products and geography; client and employment contracts; payroll, tax and compliance documentation; the intangible-asset and capitalisation schedules; platform revenue and usage data; the organisation chart; and the forward model. The sale includes the operating company, brand, EOR and workforce relationships, platforms with their code and data, client relationships, bench and vendor network, and certifications, with a founder transition to be agreed. The company's identity and all identifying details are released after a signed non-disclosure agreement.

Reason for Sale

The shareholders have grown the EOR, technology-services and platform business to its current scale and believe the next phase, expanding international employment coverage, growing managed services and commercialising the platforms, requires capital, senior management and market access beyond what they can provide alone. Their objectives on a full exit are discussed directly with qualified buyers through FIH.com and confirmed after a signed non-disclosure agreement. The founders are willing to support a transition so that compliance processes, delivery operations and client relationships transfer in good order.