Key Decisions and Approvals

1. Approval of Unaudited Financial Results

The Board approved the Statements of Unaudited Financial Results (Standalone and Consolidated) for the quarter ended June 30, 2026, pursuant to Regulation 33 of SEBI Listing Regulations. The results were reviewed by the audit committee and include Limited Review Reports from auditors.

2. Change in Directors

  • Mr. Ambarish Dasgupta (DIN: 00160744), Non-Independent Non-Executive Director, will retire by rotation at the ensuing 33rd Annual General Meeting and will not seek re-appointment due to potential conflict of interest as his consulting firm plans expansion into IT/IT security domain.
  • Mr. Sanjay Vatsa (DIN: 05242096) appointed as Additional Director, designated as Non-Independent Non-Executive Director liable to retire by rotation, effective July 24, 2026, subject to shareholder approval at AGM.
  • Confirmed that Mr. Sanjay Vatsa is not debarred from holding director office per SEBI regulations.

3. Change in Senior Management Personnel

Mr. Venu Gopal Reddy, Business Head - Infrastructure Services, appointed as Senior Management Personnel with immediate effect.

4. Conversion of Loan to Subsidiary and Fund Infusion

The Board approved:

  • Conversion of outstanding loan plus interest amounting to ₹11.11 crore granted to wholly owned subsidiary NuRe FutureTech Private Limited into Redeemable Preference Shares
  • Fresh infusion of ₹2 crore by subscribing to redeemable preference shares of NuRe FutureTech
  • Total capitalization of ₹13.11 crore
  • Transaction to be completed by December 31, 2026

5. Convening of 33rd Annual General Meeting

The Board approved convening the 33rd AGM on Friday, August 28, 2026, through Video Conferencing/Other Audio-Visual Means.

Financial Results Overview

Consolidated Financial Results (Unaudited)

For quarter ended June 30, 2026:

  • Total Revenue: ₹17,794 lakhs
  • Profit Before Tax: ₹586 lakhs
  • Segment Revenue breakdown:
  • AAA: ₹13,036 lakhs
  • Infrastructure Services: ₹2,951 lakhs
  • Business Process Services: ₹1,399 lakhs
  • Others: ₹29 lakhs
  • Digital Media: ₹379 lakhs

Comparative figures:

  • Q1 FY26 (June 30, 2025): Total Revenue ₹17,055 lakhs, PBT ₹1,210 lakhs
  • Q4 FY26 (March 31, 2026): Total Revenue ₹17,578 lakhs, PBT ₹617 lakhs
  • FY26 (March 31, 2026): Total Revenue ₹69,336 lakhs, PBT ₹4,514 lakhs

Standalone Financial Results (Unaudited)

For quarter ended June 30, 2026:

  • Net Sales/Income from Operations: ₹7,510 lakhs
  • Profit Before Tax: ₹660 lakhs
  • Profit for the period: ₹660 lakhs
  • Total Comprehensive Income: ₹660 lakhs
  • Basic and Diluted EPS: ₹0.32

Comparative figures:

  • Q1 FY26: Net Sales ₹8,552 lakhs, PBT ₹140 lakhs, EPS ₹0.08
  • Q4 FY26: Net Sales ₹7,479 lakhs, PBT ₹1,373 lakhs, EPS ₹0.64
  • FY26: Net Sales ₹32,462 lakhs, PBT ₹2,082 lakhs, EPS ₹1.08

Auditor's Qualified Conclusion on Consolidated Results

The independent auditors (CKSPAND CO LLP) issued a qualified conclusion on the consolidated financial results due to:

Basis for Qualified Conclusion

1. Nure Bharat Network Limited: Statutory auditors expressed adverse opinion on going concern basis due to negative net worth of ₹7,126.35 lakhs and current liabilities exceeding current assets by ₹148.95 lakhs.

2. NuRe FutureTech Private Limited: Statutory auditors expressed adverse opinion on going concern basis due to negative net worth of ₹10,882.04 lakhs and current liabilities exceeding current assets by ₹10,882.04 lakhs.

3. 3i Infotech (Middle East) FZ LLC: Statutory auditors expressed adverse conclusion regarding (a) recoverability of receivables from related parties aggregating AED 417,138,637; and (b) going concern basis due to negative net worth of AED 67,567,446.

Material Uncertainty Related to Going Concern

Multiple subsidiaries face material uncertainty regarding going concern:

  • Versares Digital Technology Private Limited: Losses of ₹69.68 lakhs, negative net worth of ₹74.47 lakhs, current liabilities exceed current assets by ₹74.47 lakhs. Scheme of amalgamation with holding company pending NCLT approval.
  • Nure Edgetech Private Limited: Losses of ₹38.46 lakhs, negative net worth of ₹44.25 lakhs, current liabilities exceed current assets by ₹44.25 lakhs. Scheme of amalgamation with holding company pending NCLT approval.
  • Nure Campuslabs Private Limited: Losses of ₹744.01 lakhs, negative net worth of ₹1,840.03 lakhs. Ultimate holding company committed to financial support.
  • Nure Mediatech Limited: Principal business arrangement discontinued, uncertainty about alternative arrangements.
  • 3i Infotech (UK) Limited: Adverse trading conditions affecting operations and cash flow.

Emphasis of Matter

1. Long outstanding matters related to forensic audit of legacy matters (pre-March 2021). High-Powered Committee examined report and recommended legal actions. Complaints filed with Economic Offence Wing (February 3, 2026) and SEBI (February 12, 2026). Management represents no further adverse financial impact.

2. 3i Infotech Netherlands B.V. in voluntary dissolution process effective April 30, 2026, with financial statements prepared on liquidation basis.

3. Versares Digital Technology Private Limited's scheme of amalgamation with holding company pending NCLT approval.

Other Matters in Consolidated Results

  • Reviewed financial results of 2 subsidiaries representing revenue of ₹1,974 lakhs, net profit of ₹52 lakhs
  • 5 subsidiaries not reviewed by principal auditors representing revenue of ₹10,692 lakhs, net loss of ₹111 lakhs
  • 18 subsidiaries neither reviewed by principal auditors nor other auditors representing revenue of ₹1,385 lakhs, net loss of ₹44 lakhs

Standalone Auditor's Report

Auditors issued unqualified conclusion on standalone financial results with emphasis of matter regarding long outstanding matters and forensic audit issues (same as consolidated emphasis).

Significant Standalone Financial Notes

Inter-company Issues and Provisions

1. Outstanding IPR liability: ₹106,638.84 lakhs payable to foreign branch/3i Infotech (Middle East) FZ LLC since 2012. RBI approval sought for set-off against trade receivables from subsidiaries (3i Infotech Inc: ₹39,233.00 lakhs, 3i Saudi Arabia: ₹11,347.00 lakhs, 3i Africa: ₹3,046.00 lakhs). No RBI approval received.

2. Long outstanding receivables: ₹44,710.82 lakhs from foreign subsidiaries. Loss allowance of ₹33,645.96 lakhs recognized. Net balance: ₹11,064.85 lakhs.

3. Investments in Mauritius subsidiary: Provision for diminution of ₹89,169.65 lakhs recognized. Net investment balance: ₹86,179.02 lakhs.

Cascading Effect

Non-payment of ₹106,638.84 lakhs obligation has led to non-realization of preference shares investments. Company has made impairment provisions on prudent basis pending regulatory approvals.

Subsidiary Capitalization Details

NuRe FutureTech Private Limited transaction:

  • Total consideration: ₹13.11 crore
  • ₹9.88 crore: Conversion of inter-company loan principal
  • ₹1.23 crore: Conversion of accrued interest up to June 30, 2026
  • ₹2.00 crore: Fresh funds infusion
  • Instrument: Redeemable Preference Shares
  • Subsidiary business: IT, ITeS and Artificial Intelligence
  • Turnover: NIL for FY23-24, FY24-25, and FY25-26

Board Meeting Details

  • Commenced: 4:20 PM
  • Concluded: 5:17 PM
  • Duration: 57 minutes

Professional Profiles

Mr. Sanjay Vatsa (New Director)

  • Financial services executive with 30+ years experience
  • Former senior roles at Apex Group, Inveniam Capital Partners, Citibank, BlackRock, Merrill Lynch
  • Expertise: corporate strategy, global operations, transformation, governance, risk and compliance
  • Education: MBA from University of Rochester, Associate Chartered Accountant (ICAI)

Mr. Venugopal Reddy (New Senior Management)

  • Cloud & Infrastructure leader with 25+ years experience
  • Former roles at Rackspace, Zensar, IBM, HCL, CSC, Citigroup, Fujitsu
  • Expertise: cloud transformation, data center modernization, global delivery
  • Education: MBA from Annamalai University