Transcorp International Limited announced its Q3FY26 quarterly results for the quarter ended December 31, 2025, alongside significant board developments. The forex and remittance company reported mixed financial performance with declining revenue but improved profitability on a year-over-year basis.

Financial Performance Overview

The company's standalone financial results showed revenue pressures but maintained profitability during the quarter. Key financial metrics demonstrated the company's resilience in a challenging operating environment.

Nine-Month Performance Analysis

For the nine months ended December 31, 2025, the company reported revenue from operations of ₹68,622.96 lakhs compared to ₹1,17,432.16 lakhs in the corresponding period of the previous year. Net profit for the nine-month period stood at ₹289.67 lakhs versus ₹172.90 lakhs in the previous year, showing significant improvement in profitability.

Consolidated Results

On a consolidated basis, the company reported revenue from operations of ₹21,136.05 lakhs for Q3FY26 compared to ₹29,179.38 lakhs in Q3FY25. Consolidated net profit for the quarter was ₹175.07 lakhs against a loss of ₹155.71 lakhs in the corresponding quarter last year.

Board Appointment

The Board of Directors approved the appointment of Mr. Abhinav Bantia as an additional director under the category of Non-Executive Independent Director. The appointment details are as follows:

Mr. Bantia serves as Managing Director of MANU Yantralaya Private Limited and has extensive experience in manufacturing operations and global business expansion. He previously served as Chairman of CII Rajasthan during 2023-24 and is actively involved in industry leadership and startup investments.

Segment Performance

The company operates primarily in foreign exchange and money transfer services, with additional revenue from travel, ticketing and car rental services. The foreign exchange segment generated ₹21,016.58 lakhs in Q3FY26, while travel and ticketing contributed ₹120.99 lakhs during the quarter.

Earnings Per Share

Basic earnings per share for Q3FY26 stood at ₹0.42 compared to ₹0.32 in Q3FY25. For the nine months ended December 31, 2025, basic EPS was ₹0.91 versus ₹0.54 in the corresponding period last year, reflecting improved per-share profitability despite revenue challenges.

Transcorp International Limited has issued a postal ballot notice to shareholders seeking approval for significant corporate governance matters, including executive re-appointment and employee stock option policy modifications.

CEO Re-appointment with Revised Compensation

The company proposes to re-appoint Mr. Ayan Agarwal as Chief Executive Officer (Payment Systems) with substantially revised remuneration terms. The following table outlines the key compensation changes:

Mr. Agarwal, who is the son of promoter and director Mr. Ashok Kumar Agarwal, will also be entitled to 8% of Profit Before Tax per annum, subject to a minimum of ₹25.00 lakhs annually for three years effective October 1, 2025. The appointment term extends from October 1, 2025, to September 30, 2028.

The revised compensation package includes comprehensive benefits such as provident fund contributions of ₹45,000.00 monthly, gratuity provisions of ₹18,029.00, group insurance premium of ₹1,000.00, and various allowances including Leave Travel Allowance of ₹25,000.00 and driver reimbursement of ₹25,000.00.

ESOP Policy Amendment

The second resolution addresses the modification of the Employee Stock Option Plan-2017 by removing Clause 14.4, which currently imposes a one-year lock-in period on shares allotted upon exercise of stock options. This amendment aligns the company's ESOP policy with current SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, which do not mandate such lock-in requirements.

The Nomination and Remuneration Committee and Board of Directors approved this amendment on December 16, 2025, and December 18, 2025, respectively. The change is designed to benefit employees by removing unnecessary restrictions while maintaining compliance with regulatory requirements.

Voting Timeline and Process

Shareholders can participate in the decision-making process through the following schedule:

The company has appointed Mr. Anand Prakash Jain, Chartered Accountant, as the scrutinizer for conducting the e-voting process. Shareholders holding shares as of the cut-off date of December 27, 2025, are eligible to vote through the NSDL e-voting platform.

Corporate Governance and Compliance

Both resolutions demonstrate the company's commitment to regulatory compliance and transparent governance practices. The CEO re-appointment follows provisions under Section 188(1)(f) of the Companies Act, 2013, which requires shareholder approval for related party appointments exceeding specified remuneration thresholds.

The ESOP amendment reflects the company's adaptation to evolving regulatory frameworks and its focus on employee-friendly policies. By removing the lock-in restriction, Transcorp International aims to enhance the attractiveness of its employee stock option program while maintaining alignment with current SEBI regulations.

Shareholders can access the complete postal ballot notice and related documents on the company's website at www.transcorpint.com , BSE website, and NSDL's e-voting portal for detailed review before casting their votes.