Capillary Technologies India Ltd IPOCAPILLARY

The IPO opens on 14 Nov 2025 & closes on 18 Nov 2025.

Capillary Technologies India Limited was incorporated as Kharagpur Technologies Private Limited, a private limited company with the Registrar of Companies, Karnataka. The name of the Company was converted to 'Capillary Technologies India Private Limited' on July 26, 2012 and upon the conversion of its status into a Public Limited Company, the name was changed to 'Capillary Technologies India Limited' and a fresh Certificate of Incorporation dated November 23, 2021 was issued by the RoC. Capillary Technologies India is a Bengaluru-based company that provides AI-based, cloud-native SaaS solutions for customer loyalty and engagement. Their diversified product suite and technology platform allows to run end-to-end loyalty programs, get a comprehensive view of consumers and offer unified, cross-channel strategies that deliver a real time omnichannel, personalized, and consistent experience for consumers. The cloud platform is built to integrate seamlessly with the customer's existing technology stack. In the fullstack' model, the Company work closely with the brand in setting up the online strategy, investment commitments, brand teams related to marketing and operations functions. Dating back to the history, the Company launched Loyalty+ platform, Engage+ platform based product in year 2012. The Promoter, CTIPL, expanded its operations in Dubai through Capillary Dubai which was acquired by Company in 2013. The Promoters originally acquired Reasoning Global Eapplications Private Limited and its product, Martjack and Sellerworx Online Services Private Limited, respectively, and rebranded as Anywhere Commerce+ which together formed the base for their platform business in 2017. Later, the Company acquired entire shareholding of Persuade Group through a strategic investment and expanded its operations in the United States w.e.f. September 2021, which completed in October 2021. Prior to November 2021, the Company operated only the India business of the Capillary Group, while its Promoter, CTIPL operated the international business of the Capillary Group through several wholly owned subsidiaries across various jurisdictions. The Company came up with a public issue of 15,211,431 equity shares of face value of Rs 2 each, by raising Rs 87.75 crores, consisting a fresh issue of 5,982,635 equity shares aggregating to Rs 34.5 crores and the offer for sale of 9,228,796 equity shares aggregating to Rs 53.25 crores in November 2025.

Capillary Technologies India Ltd IPO will close on 18 Nov 2025.

<ul><li>Trusted Partner in Loyalty Solutions.</li><li>Comprehensive Solutions and Scalable Cloud-Based Infrastructure with Seamless Integration for Diverse Segments.</li><li>Diverse Long-Term Customer Relationships with High Net Revenue Retention.</li><li>Diverse Long-Term Customer Relationships with High Net Revenue Retention.</li><li>Experienced Leadership Team backed by Marquee Investor Base.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Capillary Technologies Interna</td> <td>48008006</td> <td>65.47</td> <td>42028803</td> <td>53</td> </tr> <tr> <td>2</td> <td>Aneesh Reddy Boddu</td> <td>1728380</td> <td>2.36</td> <td>1728380</td> <td>2.18</td> </tr> <tr> <td>3</td> <td>Mohan Boddu Reddy</td> <td>48699</td> <td>0.07</td> <td>48699</td> <td>0.06</td> </tr> <tr> <td>4</td> <td>Aditya Reddy Boddu</td> <td>23974</td> <td>0.03</td> <td>23974</td> <td>---</td> </tr> <tr> <td>5</td> <td>P avani Pulla Reddy</td> <td>11361</td> <td>0.02</td> <td>11361</td> <td>---</td> </tr> </tbody> </table>

<ul><li>Our Company, certain of our Subsidiaries, and our Directors are involved in outstanding legal proceedings. Any adverse outcome in such proceedings may have an adverse impact on our reputation, business, financial condition, results of operations and cash flows.</li><li>We changed our business model for campaign services in Fiscal 2025. Accordingly, there are certain differences in the manner in which revenue from campaign services has been recognized in the Restated Consolidated Statement of Profit and Loss for Fiscal 2024 and Fiscal 2023 as compared to six-month period ended September 30, 2025 and Fiscal 2025.</li><li>If we fail to integrate our offerings with a variety of operating systems, software applications and hardware that are developed by others, our service may become less marketable and less competitive or obsolete, and our operating results would be harmed.</li><li>Our reliance on borrowings to fund our working capital requirements has increased during the six-month period ended September 30, 2025 and the last three Fiscals and any inability to refinance or repay such borrowings in a timely manner could adversely affect our business, results of operations, financial condition and cash flows.</li><li>We propose to utilise Rs. 1,430 million from the Net Proceeds towards funding our cloud infrastructure cost. We have entered into certain arrangements with technology service providers and have made certain annual spend commitments which are higher than the amount proposed to be utilised from the Net Proceeds towards funding our cloud infrastructure cost. Any inability to incur such expenditures in full will strain our resources and, may result in variations in the deployment of Net Proceeds.</li><li>There have been certain instances of delays in payment of statutory dues by our Company in the past. Any delay in payment of statutory dues by our Company in future, may result in the imposition of penalties and in turn may have an adverse effect on our business, financial condition, results of operation and cash flows.</li><li>The financial information of certain of our foreign Subsidiaries, which are not material, included in the Restated Consolidated Financial Information have not been audited and are based on management information, due to which our consolidated financial statements and investor confidence may be adversely affected.</li><li>We have witnessed delays in repayment of loans/borrowings in the past for which our Statutory Auditors have included certain remarks in the Companies (Auditor's Report) Order, 2020, for the years ended March 31, 2024 and March 31, 2023. We cannot assure you that any similar or other matters prescribed under the Companies (Auditor's Report) Order, 2020, will not form part of our financial statements for the future fiscal periods, which could have an adverse effect on our reputation, the trading price of the Equity Shares, results of operations, cash flows and financial condition.</li><li>Our corporate Promoter issued share warrants to one of our customers as part of our revenue contract. The cost of issuing such warrants are recognized in our books of accounts and may continue to impact our revenue, profitability and assets until the entire cost of such warrant issuance is amortised.</li><li>An inability to maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability.</li><li>Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders' approval.</li><li>Our Promoter, CTIPL is interested in businesses similar to ours, which may result in conflicts of interest.</li><li>Inability to attain desired customer growth amid rising customer acquisition costs may adversely affect our business, results of operations, financial condition and cash flows.</li><li>The market for platform loyalty-tech and Martech solutions is subject to certain threats and challenges, which if materialize, may adversely affect our business, results of operations, financial condition and cash flows.</li><li>If the carrying value of our goodwill and other intangible assets is impaired or amortization expenses remain high, our business, financial condition, results of operations may be adversely affected.</li><li>We are unable to trace some of our corporate records such as challans for certain form filings. Further, there have been delays in relation to reporting requirements like failure to file certain forms with RBI in respect of issuance of securities by our Company within the prescribed timelines and have compounded such delays under FEMA, 1999 and the rules made thereunder and paid the compounding fee. Further, we had also filed a compounding application before the Company Law Board, Chennai, in connection with the delay in holding the annual general meeting of our Company. We cannot assure you that no legal proceedings or regulatory actions will be initiated against us in the future in relation to any such discrepancies.</li><li>We have contingent liabilities and our financial condition could be adversely affected if any of these contingent liabilities materialize.</li><li>If the prices we charge for our solutions and services are unacceptable to our customers, our business, results of operations, financial condition and cash flows will be adversely affected.</li><li>Grants of stock options under our employee stock option plans may result in a charge to our statement of profit and loss and will, to that extent, reduce our profits or increase our losses.</li><li>We have in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.</li><li>We are required to comply with certain restrictive covenants under our financing agreements. Any noncompliance may lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further drawdowns, which may adversely affect our business, results of operations, financial condition and cash flows.</li><li>Failure to protect our intellectual property rights could adversely affect our business and our brand.</li><li>Our brand is integral to our success. If we fail to effectively maintain, promote and enhance our brand, our business and competitive advantage may be harmed.</li><li>Issues related to the development and use of artificial intelligence ("AI"), including generative AI ("Gen AI") could lead to changes in our customers' operations, give rise to legal and/or regulatory action, damage our reputation or otherwise materially harm our business. The integration of Gen AI in our tools and platforms also exposes us to additional data security and privacy risks.</li><li>We are subject to risks associated with expansion into new geographic regions.</li><li>Our Company is, and will continue to be, a foreign owned and controlled company under Indian law, and will be subject to certain restrictions under law in its capacity as a foreign owned and controlled company.</li><li>We recognize revenue over the term of our customer contracts. Consequently, downturns or upturns in new sales may not be immediately reflected in our operating results and may be difficult to discern.</li><li>We are subject to certain obligations under our master service agreements with our customers and a failure to comply with standards required by our customers under our master service agreements with our customers could harm our reputation, result in product liability claims and significant costs to us, impair our ability to enter into future contracts in relation to our platform and products, and serve our existing customers.</li><li>We are subject to transfer pricing regulations in respect of transactions with our foreign Subsidiaries.</li><li>The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.</li><li>We may suffer disruptions, outages, defects, and other performance and quality problems with our artificial intelligence suite or with the public cloud and internet infrastructure on which it relies.</li><li>Our rewards management platform, Rewards+, is dependent on third-party rewards partners and merchants. Any failure or fluctuations in services provided by third-party rewards partnerships can adversely affect our results of operations and financial condition.</li><li>Exchange rate fluctuations may adversely affect our results of operations as some portion of our revenues and expenditures are denominated in foreign currencies.</li><li>We incorporate technology from third-parties into our solutions, and our inability to obtain or maintain rights to the technology could harm our business.</li><li>We may need to seek additional financing in the future to support our growth strategies. Any failure to raise additional financing could have an adverse effect on our business, results of operations, financial condition and cash flows.</li><li>The services agreements entered with certain of our customers and vendors are required to be stamped in accordance with the relevant state stamp duty legislation and registered under the Registration Act, 1908. Any failure to register and/or appropriately pay stamp duty on such agreements may affect our ability to enforce such agreements.</li><li>Our use of open source software could adversely affect our ability to offer our products and services and subject us to possible litigation.</li><li>Internal or external fraud or misconduct or misrepresentation or mis-selling by our employees could adversely affect our reputation and our results of operations.</li><li>Failure to obtain or renew approvals, licenses, registrations and permits to operate our business in a timely manner, or at all, may adversely affect our business, financial condition, cash flows and results of operations.</li><li>We have in this Red Herring Prospectus included certain non-GAAP financial and operational measures and certain other industry measures related to our operations and financial performance that may vary from any standard methodology that is applicable across the SaaS industry. We rely on certain assumptions and estimates to calculate such measures, therefore such measures may not be comparable with financial, operational or industry related statistical information of similar nomenclature computed and presented by other similar companies.</li><li>After the completion of the Offer, our Promoters will continue to collectively hold substantial shareholding in our Company.</li><li>Industry information included in this Red Herring Prospectus has been derived from an industry report exclusively commissioned and paid for by our Company for such purpose.</li><li>Certain Directors and Key Managerial Personnel are interested in our Company's performance in addition to their remuneration and reimbursement of expenses.</li><li>Our funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect our business and results of operations.</li><li>Any future issuance of Equity Shares or securities convertible into Equity Shares by us or sales of Equity Shares by our Promoters could adversely affect the trading price of the Equity Shares.</li><li>We have, in the last 12 months, issued Equity Shares at a price that could be lower than the Offer Price.</li><li>Inability to maintain adequate internal controls may affect our ability to effectively manage our operations, resulting in errors or information lapses.</li><li>Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.</li><li>Our customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.</li><li>The average cost of acquisition of Equity Shares by the Selling Shareholders may be less than the Offer Price.</li><li>Our Company will not receive any proceeds from the Offer for Sale.</li></ul>

The Issue type of Capillary Technologies India Ltd is Book Building.

The minimum application for shares of Capillary Technologies India Ltd is 25.

The total shares issue of Capillary Technologies India Ltd is 15207998.

Initial public offering of 15,211,431 equity shares of face value Rs.2/- each ("equity shares") of Capillary Technologies India Limited ("company" or "issuer") for cash at a price of Rs.577.00 per equity share (including a share premium of Rs.575.00 per equity share) ("offer price") aggregating to Rs. 877.50 crores ( "offer") comprising a fresh issue of 5,982,635 equity shares of face value Rs.2/- each by the company aggregating to Rs.345.00 crores ("fresh issue") and an offer for sale of 9,228,796 equity shares aggregating to Rs.532.50 crores, by the selling shareholders (as defined hereinafter) ("offer for sale"). This offer includes a reservation of Rs.2.00 crores for purchase by eligible employees (the "employee reservation portion"). The offer less the employee reservation portion is hereinafter referred to as the "net offer". The offer and the net offer would constitute 19.18% and 19.13%, respectively, of the post-offer paid-up equity share capital. The company in consultation with the brlms, offered a discount of 9.01% (equivalent to Rs.52.00 per equity share) to the offer price to eligible employees bidding in the employee reservation portion ("employee discount").