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: IT staff augmentation and IT and data services on a time-and-material and project basis, with hardware supply and a proprietary AI platform layer.

• Industry: IT services, staff augmentation and enterprise software.

• Stake for sale: 100%.

• Revenue (FY2026): about ?290,000,000 (USD 3.3M).

• Profit (FY2026): about ?31,000,000 (USD 0.35M), about 10.8% margin.

• Recent trajectory: revenue of ?241.5M (FY2023), ?181.3M (FY2024), ?242.3M (FY2025) and ?285.4M (FY2026). Revenue fell in FY2024, recovered in FY2025 and set a new high in FY2026, when profit also reached a record and margins improved to about 11%. The FY2024 dip and the durability of the FY2026 step-up are the primary items for diligence.

• Balance-sheet intangibles: about ?137,000,000 of capitalised software (?24,100,000 completed, ?112,900,000 under development).

• Asking price: USD 8,000,000 (about ?700,000,000), cash-free and debt-free.

• Implied multiples: about 2.44x FY2026 revenue and about 22.72x FY2026 profit.

• Financing: existing borrowings of about ?89,600,000, settled or refinanced at completion.

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

Executive Summary

The company is a founder-led Indian IT services business. It recruits and vets technology professionals and places them with enterprise clients on contract, delivers project-based IT and data work, and has built a set of proprietary software platforms for communication, CRM and recruitment. Incorporated in 2020, it now generates about ?290 million of annual revenue from a bench of pre-screened consultants deployed against client demand.

In the year to 31 March 2026, its strongest on record, the company reported revenue of about ?285.4 million (USD 3.26 million) and profit after tax of about ?30.8 million (USD 0.35 million), 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 alongside earnings as gearing fell and working capital turned positive. Two normalisations belong in any buyer's model, both covered below: 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. It is also worth confirming 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 a large pool of capitalised software development, about ?137 million, that reflects the AI platform build, and the share of it that is live and revenue-generating is a central question for any buyer.

The business is offered as a 100% sale on a cash-free, debt-free basis at USD 8,000,000 (about ?700 million), which is about 2.44x FY2026 revenue and about 22.72x FY2026 profit. The multiple has come down on the stronger FY2026 earnings, though it remains a full price that assumes the platform IP and the growth continue; it should be weighed against the sustainability, tax and capitalisation points in this memorandum. Management's five-year plan, summarised in Section 11, targets a sixfold increase in revenue and is treated in the risk section rather than in the price.

Company Overview and History

The company was built to solve an enterprise staffing problem: finding, vetting and placing technology talent faster than a client could hire directly, while carrying the payroll, compliance and contractual obligations for each placement. Talent is sourced from an in-house bench of pre-screened professionals, from a network of vendor partners, and from independent contractors engaged directly.

Around this core the company delivers managed IT and data projects, supplies hardware as part of larger engagements, and has built a layer of AI products intended to move the business beyond hourly billing. It serves clients across several regions and earns export revenue alongside a larger domestic base.

Revenue was about ?241 million in FY2023, fell to about ?181 million in FY2024, recovered to about ?242 million in FY2025 and reached a new high of about ?285 million in FY2026. Over the same period the company increased investment in its own software, which is why the balance sheet now carries a large intangible position. The 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 the FY2026 statements are the most recent audited accounts; statements for each period are available in the data room.

Products and Services

The company earns revenue in three connected ways that management treats as a single client relationship rather than three separate businesses. A placement often develops into a managed project, and a project client may later adopt the software, so revenue per client tends to rise over time.

Staff augmentation

This is the largest line. Clients pay for each consultant by the hour or month; the company bills the client, pays the consultant and retains the spread. Margins are wider for niche skills and short-notice placements, and revenue continues for the life of the engagement, which gives the line a degree of recurring character. Where the right person is not on the bench, the company draws on vendor partners at a markup or engages independent contractors for a fee.

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 its own software. The two most developed products are a proprietary AI communication and CRM platform and a proprietary AI recruitment platform. Beneath them sit toolkits for generative AI, computer vision, optical character recognition and predictive analytics. This work explains the large intangible position on the balance sheet and is central to the growth case; because it is the newest of the three lines, its current revenue contribution and production status are the first things a buyer will test.

Delivery Model and Talent Engine

The operating model is built around speed of fulfilment and low hiring risk for the client, and it is the part of the business a buyer would scale.

An in-house panel evaluates candidates before they are put forward, which reduces client rejection rates and shortens the placement cycle. Vendor partnerships extend the bench when a request falls outside the company's own pool. 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 every placement the company handles the employment contract, payroll, tax compliance and legal documentation. The client gains the consultant without the administrative burden, and the company earns part of its margin for carrying that burden. Because candidates are pre-evaluated and often already on the bench, engagements can begin without the notice-period delays of direct hiring. The offsetting cost is the carrying cost of the bench, which should be weighed against the fulfilment benefit.

Certifications and partnerships. 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 in the global IT staffing and talent-augmentation market from an Indian delivery base. Enterprises continue to face shortages of specialised technology skills and often prefer contracted talent to the cost and lead time of permanent hiring. Demand is strongest in cloud, data, AI and machine learning, and cybersecurity, which align with the company's delivery mix. India remains a leading base for IT outsourcing, with deep talent supply and an established export model, which supports the plan to grow international billing at higher rate cards.

The company has served a portfolio of 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, and buyers will want to establish which relationships are active, recurring accounts rather than one-off or partner-routed work.

Served industries include telecom, banking and financial services, healthcare, retail, education technology, logistics, public sector, manufacturing, and energy and utilities, a spread that limits dependence on any single sector. Client concentration, the split between staffing and services, and the share of revenue billed internationally are set out in the data room.

Financial Performance

The company reports in Indian rupees. Across the four most recent audited years, revenue was about ?240 million in FY2023, dipped to about ?181 million in FY2024, recovered to about ?242 million in FY2025 and reached a new high of about ?285 million in FY2026. Profit after tax followed a similar path, at roughly ?23 million, ?12 million, ?16 million and ?31 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 during the year, 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. Revenue is revenue from operations; profit is profit after tax. Dollar equivalents use ?87.5 to the dollar, the fiscal-year average applied in the source accounts: FY2026 revenue about USD 3.26 million and profit about USD 0.35 million. The asking price of USD 8.0 million is about ?700 million at that rate; the 2.44x revenue multiple is stated on FY2026 total income and the 22.72x profit multiple on FY2026 profit after tax.

Revenue mix and balance sheet

In FY2026, services were about 93% of revenue (domestic 88%, export 5%), with products and hardware making up the remaining 7%. The balance sheet strengthened over the year. Shareholders' funds rose to about ?92.3 million against total borrowings of about ?89.6 million; the debt-to-equity ratio fell from about 1.36 to about 0.97, and the current ratio improved from about 0.96 to about 1.65, so working capital turned positive. Completed intangible assets stood at about ?24.1 million and intangibles under development at about ?112.9 million. Return on equity was about 40% and return on capital employed about 23%.

Basis of preparation

Three points bear on valuation. First, the company capitalises certain development costs, about ?43.5 million in FY2026 including interest, salary and rent, into its intangible-asset pool, which raises 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.

Valuation

At USD 8.0 million (about ?700 million) the offer represents 2.44x FY2026 revenue and 22.72x FY2026 profit. The multiple has come down on the stronger FY2026 earnings, but the price still incorporates the platform IP and the growth plan and does not rest on current earnings alone. Buyers should form their own view in light of the sustainability, tax and capitalisation points above, and against the plan in Section 11.

Revenue Streams and Unit Economics

The economics rest on moving a client from a single placement to a managed project and, over time, to the software platform. Because each placement is also the entry point, the company can add project and platform revenue without a separate acquisition cost, which lifts revenue per client as relationships mature.

On staffing, margin is the spread between the client bill rate and the consultant cost, and it widens for niche skills and short-notice work; own-bench placements carry more margin than vendor-sourced ones, while the vendor network raises the fulfilment rate. On services, margin depends on project scope and the use of subcontracted talent. The realised margin by line, the genuinely recurring share of revenue, the contribution from platform subscriptions and the blended client-retention rate are the figures that will test this 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 staffing firm is the software it has built. A proprietary communication and CRM suite covers chatbots, ticketing, call management and sentiment analysis; a proprietary AI recruitment engine covers resume parsing, candidate matching, interview scheduling and recruitment analytics. Beneath them sit toolkits for generative AI, computer vision, optical character recognition, identity and access management, and predictive analytics, built as modular blocks connected through a central orchestration layer.

The FY2026 accounts carry about ?24.1 million of completed intangible assets and about ?112.9 million under development, some ?137 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 its maturity and adoption, which makes it the priority area for technical diligence.

Technical review. 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. The technical and product materials are in the data room.

Growth Opportunities for a Buyer

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

• Grow the international book. Export work is only a small share of revenue today, around 5%, yet overseas contracts command higher rates. An owner with a North American, European or Middle Eastern presence could shift more billing offshore 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 as present value. It targets a sixfold increase in revenue over five years, to about ?1.5 billion, with more than 60% of revenue from international clients and margins improving above 20%. The plan is staged: the early years build the domestic base and senior team, the middle years push into the United States, Europe and the Middle East, and the 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 about ?181 million in FY2024, recovered to about ?242 million in FY2025 and stepped up to a record ?285 million in FY2026, when profit also reached a record. 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 capitalises certain costs, including interest, salary and rent, about ?43.5 million in FY2026, into its intangible-asset pool, so reported profit is higher than under an expensing policy. Buyers should form a view on earnings adjusted for the policy.

• Platform maturity. About ?137 million of the balance sheet is internally generated software, most of it still under development. Its current revenue contribution and production status need to be verified, since this is the newest part of the business and central to the price.

• Gearing. Borrowings are about ?89.6 million. Gearing improved in FY2026, with debt-to-equity falling to about 0.97 and working capital turning positive, but the debt is still material. The price is cash-free and debt-free, so the debt is settled or refinanced at completion.

• Valuation. At USD 8.0 million the offer is about 22.72x FY2026 profit and about 2.44x revenue. On the stronger FY2026 numbers the multiple is more supportable than on prior years, but it still assumes the platform and the growth continue, so it should be weighed against the sustainability, tax and capitalisation points above.

• 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.

• Related-party costs and client mix. The accounts include remuneration and payments to the promoters and their relatives that buyers should normalise. The share of revenue from active, recurring accounts also needs to 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 of the company at USD 8,000,000 (about ?700 million) on a cash-free, debt-free basis. The seller will consider both 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.

The key reference points are as follows. The asking price is USD 8,000,000, about ?700,000,000, offered cash-free and debt-free, which is roughly 2.44x FY2026 revenue and roughly 22.72x FY2026 profit after tax. The balance sheet carries about ?137 million of capitalised platform IP and about ?89.6 million of existing borrowings, which would be settled or refinanced at completion. The transaction is a 100% sale of the company, offered all-cash or structured and agreed through FIH.com. Multiples are calculated on FY2026 audited figures, and the forward projections are management targets that are not relied on in the asking price.

The post-NDA data room contains the statutory accounts for each period, the revenue mix by line and geography, client and contract detail, the intangible-asset and capitalisation schedules, platform revenue and usage data, the organisation chart and the forward model. The sale includes the operating company, the brand, the platforms with their code and data, the client relationships, the bench and vendor relationships and the certifications, with a founder transition to be agreed. Identifying details beyond this memorandum are released after a signed non-disclosure agreement.

Reason for Sale

The shareholders have grown the business to its current scale and believe the next phase, growing international revenue 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 the strategy, the delivery model and the client relationships transfer in good order.