3i Infotech Limited's Board of Directors convened on May 8, 2026, approving audited financial results for the quarter and year ended March 31, 2026, along with senior management changes, modifications to its employee stock option scheme, and key subsidiary-level decisions. In compliance with Regulation 47(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company subsequently published an extract of these audited financial results on May 09, 2026, in Financial Express (English) and Mumbai Lakshdeep (Marathi). The statutory auditors, M/s. CKSP & Co LLP, issued an unmodified opinion on the standalone results and a modified opinion on the consolidated results, with qualifications stemming from legacy matters at overseas subsidiaries. The company maintained consistent profitability for the second consecutive year, onboarding over 80 new clients during FY26, including 19 new client wins in Q4 FY26.

Consolidated Financial Performance

On a consolidated basis, 3i Infotech reported revenue from operations of Rs. 69,336 lakhs (₹693.3 crore) for FY26, compared to Rs. 72,576 lakhs in FY25. Total income, including other income of Rs. 9,032 lakhs, stood at Rs. 78,368 lakhs for FY26 versus Rs. 75,180 lakhs in FY25. Other income for FY26 includes Rs. 40.93 crores (equivalent to USD 4.41 millions) received by 3i Infotech Inc., USA, pursuant to a grant from the Internal Revenue Service (IRS) under the "Employee Retention Tax Credit (ERTC)" scheme. The consolidated net profit (PAT) for FY26 was Rs. 3,511 lakhs (₹35.1 crore), up 38.5% from Rs. 2,535 lakhs in FY25. EBITDA for FY26 stood at ₹72.0 crore, against ₹47.0 crore in FY25, registering a robust 53.3% YoY growth, with EBITDA margin improving to 10.4% from 6.5% in FY25. Gross margin for FY26 was ₹86.2 crore versus ₹83.3 crore in FY25. Consolidated total assets as at March 31, 2026 were Rs. 66,217 lakhs, up from Rs. 59,633 lakhs as at March 31, 2025. Total comprehensive income on a consolidated basis stood at Rs. 567 lakhs, compared to Rs. 1,200 lakhs in FY25.

In Q4 FY26, consolidated operating revenue stood at ₹175.7 crore, reflecting a 2.1% QoQ increase from ₹172.1 crore in Q3 FY26. Gross Margin% improved to 12.6% in Q4 FY26 from 10.8% in Q3 FY26, while EBITDA grew 5.9% QoQ to ₹12.0 crore with a margin of 6.9%. The table below summarises the consolidated financial performance across periods:

Consolidated Segment and Geographic Performance

The company operates across three primary segments — Application, Automation & Analytics (AAA), Infrastructure Services (IS), and Business Process Services (BPS) — along with an Others segment covering Digital Media. The AAA segment remained the largest revenue contributor for FY26, generating Rs. 49,322 lakhs (₹493.2 crore). Infrastructure Services contributed ₹135.9 crore (Rs. 13,473 lakhs) in FY26, while BPS contributed ₹63.9 crore (Rs. 6,395 lakhs) and continues to be under stress. The Information Technology sector was the key revenue contributor, accounting for 47.8% of total revenue, followed by BFSI at 36.5%. The following table summarises segment-wise revenue and results.

In terms of geographical footprint, the U.S. emerged as 3i Infotech's largest market in FY26, accounting for 49% of total revenue, with revenue in the region growing 19.2% YoY. India accounted for 40% of total revenue, though revenue in India saw a 15.6% YoY decrease. The Middle East continued to evolve as a key growth region, alongside expansion opportunities being evaluated in Canada and East Africa.

Standalone Financial Performance

On a standalone basis, 3i Infotech reported revenue from operations of Rs. 32,462 lakhs (₹324.6 crore) for FY26, compared to Rs. 36,462 lakhs in FY25. Standalone net profit for FY26 was Rs. 2,082 lakhs (₹20.8 crore) versus Rs. 6,265 lakhs (₹62.7 crore) in FY25. Total comprehensive income on a standalone basis was Rs. 2,217 lakhs for FY26, compared to Rs. 6,244 lakhs in FY25. Standalone basic EPS for FY26 was Rs. 1.08 and diluted EPS was Rs. 1.08. The key standalone financial metrics are summarised below.

During FY26, the company allotted 3,77,08,165 fully paid-up equity shares of face value of Rs. 10 each at an issue price of Rs. 17 per share under a rights issue, increasing paid-up equity share capital from INR 169.69 crores to INR 207.39 crores, comprising 20,73,94,907 fully paid-up equity shares of Rs. 10 each. The proceeds from the rights issue are being utilised to strengthen working capital and support strategic business growth and operational initiatives.

Management Commentary

Commenting on the FY26 performance, Mr. Raj Ahuja, Group CEO, 3i Infotech Limited, said: "Over the past two years, we have remained focused on strengthening our core, improving operational efficiency, and positioning 3i Infotech for emerging opportunities. While our current growth trajectory may not yet fully reflect our long-term ambitions, our profitability growth of 39% underscores the resilience of our business model, the discipline of our execution, and our ability to navigate a dynamic market environment. We are accelerating our transformation through a stronger Centre of Excellence (CoE)-led operating model and expanded capabilities in AI, automation, analytics, cloud, cybersecurity, and other new-age technologies. FY27 represents a defining phase for 3i Infotech, with a clear focus on accelerating revenue growth while maintaining margin discipline and driving measurable outcomes. Our FY27 strategy is built around six key pillars — Performance, People, Productivity, Platform, Partnering, and Profitability — each supported by defined ownership, accountability, timelines, and review mechanisms."

FY26 was a year of capability enhancement and building a scalable foundation across all three business verticals. AAA continued to anchor the business with strong client renewals, new logo additions, and a CoE-led approach across application modernisation, analytics, ERP, and AI-driven solutions. Infrastructure Services delivered stable margins, strong account retention, and growth across cloud, cybersecurity, hybrid infrastructure, and AI-driven operations. BPS is undergoing strategic repositioning from an India-focused BFSI model to a digital-first, AI-led transformation business targeting new geographies and sectors. The e-Mudhra and RailTel matters are also progressing, with statements recorded during Q4 FY26 in the e-Mudhra matter, and in the RailTel matter, the arbitration panel has been constituted and the statement of claim has been filed.

Audit Opinion and Legacy Matters

The statutory auditors issued an unmodified opinion on the standalone financial results. However, a modified (qualified) opinion was issued on the consolidated financial results. The qualification pertains to 3i Infotech Holdings Private Limited, Mauritius, where foreign exchange gains/losses on currency translation were recognised in the Statement of Profit or Loss and Retained Earnings rather than in Other Comprehensive Income and Foreign Currency Translation Reserves, with management unable to determine the opening balance of FCTR due to a legacy matter.

Additionally, the auditors of 3i Infotech (Middle East) FZ LLC, Dubai, issued an Adverse Opinion, citing uncertainty over the recoverability of dues from related parties aggregating to AED 416,244,395, a loss after tax of AED 44,086,697 for the year ended March 31, 2026, and a negative net worth of AED 63,234,252 as at March 31, 2026. The auditors of 3i Infotech (Thailand) Limited also flagged a material uncertainty regarding going concern, noting a deficit of Baht 43,850,454.70 and excess of total liabilities over total assets of Baht 33,850,454.70 for the year ended March 31, 2026.

Regarding legacy matters, the High-Powered Committee (HPC) concluded that Mr. V. Srinivasan (then MD & CEO of 3i Infotech) and Mr. Ravi Jagannathan (then MD of 3i Consumer) had prima facie committed multiple criminal offences under the Indian Penal Code. A complaint was filed with the Additional Commissioner of Police, Economic Offences Wing, Navi Mumbai Police Commissionerate on February 3, 2026, which is under investigation. A complaint on similar grounds was also filed with SEBI on February 12, 2026. Management has represented that there is no further adverse financial impact on the financial statements.

Corporate Actions and Management Changes

The Board approved several significant corporate actions at its May 8, 2026 meeting:

• Senior Management Change: Mr. Anand Savla, Business Head – AAA, was appointed as Senior Management Personnel in place of Mr. Ramu Bodathula, with immediate effect. Mr. Savla brings over 26 years of experience in digital transformation, cloud, and enterprise solutions, and holds an MBA from IIT Delhi and a B.E. (Electronics) from BITS Pilani.
• ESOP Scheme Modifications: The Board recommended modifications to the Employee Stock Option Scheme 2023, subject to shareholder approval. The vesting schedule is proposed to be extended from three years (30%-30%-40%) to four years (25% per year). The performance-linked vesting matrix is proposed to be revised to include 100% vesting for employees with a performance rating of 3, in addition to ratings 4 and 5, while retaining existing vesting percentages for other ratings.
• New Subsidiary in Thailand: The Board approved the incorporation of a wholly owned subsidiary in Thailand under 3i Infotech Holdings Private Limited, Mauritius.
• Closure of Netherlands Subsidiary: The Board approved the closure of 3i Infotech Netherlands B.V., a step-down wholly owned subsidiary that has been dormant since inception, citing sustained losses and no business purpose.

The Board meeting commenced at 4.35 p.m. and concluded at 5:57 p.m. on May 8, 2026. The extract of the audited financial results was published in newspapers on May 09, 2026, and signed off by Varika Rastogi, Company Secretary & Compliance Officer, on behalf of the Board.

3i Infotech Limited has filed its Monitoring Agency Report for the quarter ended March 31, 2026, pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 82 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The report pertains to the utilization of proceeds from the company's Rights Issue aggregating to Rs. 64.10 crore and has been prepared by Infomerics Valuation and Rating Limited, the appointed Monitoring Agency. The report was duly reviewed by the Audit Committee of the company and submitted to the stock exchanges on May 8, 2026.

Rights Issue Overview

The Rights Issue involved the issuance of up to 3,77,08,165 fully paid-up equity shares of face value Rs. 10 each at a price of Rs. 17 per share, including a premium of Rs. 7 per share. The issue was open from October 7, 2025 to October 27, 2025, on a rights basis to eligible equity shareholders in the ratio of two rights equity shares for every nine fully paid-up equity shares held on the record date of September 26, 2025. The company noted that it does not have an identifiable promoter as on the date of the Letter of Offer.

The following table summarizes the key details of the Rights Issue:

Cost of Objects and Utilization Progress

The proceeds from the Rights Issue were earmarked across three objects as disclosed in the Letter of Offer dated September 17, 2025. There has been no revision in the cost of any object, as the Rights Issue was fully subscribed by investors. The Monitoring Agency confirmed no deviation from the objects of the issue.

The cost allocation across objects is as follows:

As of the quarter ended March 31, 2026, a cumulative amount of Rs. 55.85 crore had been utilized out of the total Rs. 64.10 crore raised. During Q4FY26, Rs. 11.02 crore was deployed, primarily towards salary payments under the working capital augmentation object. The detailed progress in utilization is presented below:

Deployment of Unutilized Proceeds

The remaining unutilized amount of Rs. 8.25 crore as at March 31, 2026, has been deployed in the following instruments pending final utilization:

The Board of Directors, through a circular resolution passed on April 30, 2026, approved the ratification of deferment in the schedule of implementation and deployment for the unutilized funds of Rs. 8.25 crore from March 31, 2026 to September 30, 2026. The Letter of Offer dated September 17, 2025 had provided for such deferment to the next fiscal year in the event utilization targets were not completely met in the scheduled year.

Overdraft Facility and Compliance Update

The Monitoring Agency noted a specific development related to an overdraft facility availed during Q3FY26. During that quarter, the company had availed an overdraft facility limit of Rs. 14.04 crore, secured by fixed deposits aggregating Rs. 15.95 crore, of which fixed deposits amounting to Rs. 14.95 crore had been created from Rights Issue proceeds. Of the amount drawn, Rs. 4.72 crore was applied towards the objects of the issue during Q3FY26. In Q4FY26, the company repaid the outstanding overdraft from its own funds. As per banker confirmation dated April 24, 2026, the overdraft facility has been fully closed and the fixed deposits are no longer lien marked.

The Monitoring Agency confirmed no deviation from the objects of the issue, no change in means of finance, no major deviations from earlier monitoring reports, and no unfavourable events affecting the viability of the objects. All statutory and government approvals, including principal approvals from BSE and NSE, have been obtained. The financial details were verified by C K S P And Co LLP, statutory auditor of the company, vide CA certificate dated April 23, 2026, and supported by a Management Declaration dated April 30, 2026.