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>The company generates a significant portion of its revenues from a limited number of customers. The company's top five and top 10 customers contributed to 38.60% and 55.70% of our revenue from operations in the six-month period ended September 30, 2025, and 43.35% and 58.71%, in Fiscal 2025, respectively. Any loss or reduction of business or termination of contracts from/by these customers could reduce its revenues and materially adversely affect the company's business, results of operations, financial condition, and cash flows.</li><li>The company derives a significant portion of its revenue from customers located in North America. In the six-month period ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023 the company's revenue from the customers located in North America accounted for 56.01%, 57.20%, 56.59%, 48.09% and 20.00%, respectively, of its revenue from operations. Any adverse developments in North America could adversely affect the company's business, results of operations, cash flows and financial condition.</li><li>The company may be unable to attract new customers in a cost-effective manner which may adversely affect its business, cash flows, results of operations and financial condition.</li><li>The company's success is dependent on its ability to develop and innovate the company's platform, products and solutions in a cost efficient and timely manner. Any failures to do so or inability of its products/solutions to satisfy the company's customers or perform as desired could adversely impact its business, results of operations, cash flows and financial condition.</li><li>The company has incurred losses of Rs.68.22 million in the six-month period ended September 30, 2024 and Rs.593.78 million in Fiscal 2024 and Rs.877.19 million in Fiscal 2023 and certain of its Material Subsidiaries have also incurred losses in the past and the company may experience losses in the future which could result in an adverse effect on the company's business, cash flows and financial condition.</li><li>The company has undertaken, and may continue to undertake strategic acquisitions, which the company may fails to integrate efficiently and which may not perform in line with its expectations or may be prone to other contingencies.</li><li>The company is significantly dependent on its employees for the company's business operations (including for design, development and maintenance of its products and platform, customer acquisition and retention) and the company incur significant expenses in relation to meeting its obligations towards the company's employees. The loss of, or the company's inability to hire, retain, train, and motivate qualified personnel could adversely affect its business, results of operations and financial condition.</li><li>The company has had negative cash flows (including cash flows generated from its operating activities) in the recent past and may, in the future, experience similar negative cash flows.</li><li>The company proposes to utilize a portion of the Net Proceeds to undertake inorganic growth through acquisitions for which the target(s) are yet to be identified, and may not be identified until the listing and trading of the Equity Shares, and which acquisitions may not be successfully concluded. As on the date of this Red Herring Prospectus, the company have not entered into any definitive arrangements or identified any targets towards any of its future acquisitions. If the Net Proceeds proposed to be utilized towards funding inorganic growth through acquisitions are insufficient for the cost of the company's proposed acquisitions and other strategic initiative, we may have to seek alternative forms of funding.</li><li>The company relys on third-party service providers including data centers and cloud computing providers, and any interruption or delay in service from these facilities could impair the delivery of its products and adversely impact the company's business and results of operations. Further, any increase in fee charged by such service providers may have an adverse impact on its profitability.</li><li>The company's Statutory Auditors have included certain qualifications in relation to reporting on other legal and regulatory requirements which do not require any adjustments in the Restated Consolidated Financial Information, for the years ended March 31, 2025, March 31, 2024, and March 31, 2023. The company cannot assure you that any similar or other qualifications, will not form part of its financial statements for the future fiscal periods, which could have an adverse effect on the company's reputation, the trading price of the Equity Shares, results of operations, cash flows and financial condition.</li><li>If the company experience a cyber security breach or other security incident or unauthorised parties otherwise obtain access to its customers' data or our data, the company's platform and products may be perceived as not being secure, its reputation may be harmed, demand for the company's platform and products may be reduced and the company may incur significant liabilities.</li><li>A majority of the company's revenues are dependent on a limited number of industry verticals. Customers in retail, healthcare, BFSI and telecommunications verticals contributed to 63.83%, 63.39%, 64.08%, 56.60% and 50.19% of its revenue from operations in six-month period ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023 respectively. Any decrease in demand for services in these industry verticals could reduce the company's revenues and materially adversely affect its business, results of operations, financial condition, and cash flows.</li><li>If the company's third-party service providers and key vendors are not able to or do not fulfil their service obligations, the company's operations could be disrupted and our operating results could be harmed.</li><li>The company is exposed to credit risk from its customers and the recoverability of the company's trade receivables is subject to uncertainties.</li><li>The company is subject to various Indian and international laws and regulations regarding privacy and data security, and the company or its customers may be subject to regulations related to the handling and transfer of certain types of sensitive and confidential information. Any failures to comply with these laws and regulations could impose significant penal burden and could adversely impact the company's business and results of operations.</li><li>The company's inability to effectively execute its growth strategy could have an adverse effect on the company's business, results of operations and financial condition.</li><li>If the company is unable to develop and maintain successful relationships with partners or if the company fails to effectively expand its sales and marketing relationships, the company may not be able to increase its customer base and achieve broader market acceptance of the company's SaaS solutions and its business, operating results, cash flows and financial condition could be adversely affected.</li><li>The company's offices, including its Registered and Corporate Office, are located on premises that is held by it on a leave and license basis. If these leases and license agreements are terminated or not renewed and the company is not able to identify alternative premises on terms acceptable to us, it could adversely affect its business, financial condition, results of operations, and cash flows.</li><li>The market for customer relationship and loyalty management Software as a Service ("SaaS") solutions is relatively new and emerging. If the market develops more slowly or differently than the company expect, the company's business, growth prospects and financial condition would be adversely affected.</li><li>The Company, certain of its Subsidiaries, and the company's Directors are involved in outstanding legal proceedings. Any adverse outcome in such proceedings may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.</li><li>The company changed its 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 the company fails to integrate our offerings with a variety of operating systems, software applications and hardware that are developed by others, the company's service may become less marketable and less competitive or obsolete, and its operating results would be harmed.</li><li>The company's reliance on borrowings to fund its 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 the company's business, results of operations, financial condition and cash flows.</li><li>The company propose to utilise Rs. 1,430 million from the Net Proceeds towards funding its cloud infrastructure cost. The company has 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 its cloud infrastructure cost. Any inability to incur such expenditures in full will strain the company's 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 the Company in the past. Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on its 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 the company's consolidated financial statements and investor confidence may be adversely affected.</li><li>The company has 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. The company cannot assure you that any similar or other matters prescribed under the Companies (Auditor's Report) Order, 2020, will not form part of its financial statements for the future fiscal periods, which could have an adverse effect on its reputation, the trading price of the Equity Shares, results of operations, cash flows and financial condition.</li><li>The company's corporate Promoter issued share warrants to one of its customers as part of the company's revenue contract. The cost of issuing such warrants are recognized in its books of accounts and may continue to impact the company's 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 the company's business may adversely affect its 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>The company's 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 the company's 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 the company's business, results of operations, financial condition and cash flows.</li><li>If the carrying value of the company's goodwill and other intangible assets is impaired or amortization expenses remain high, the company's business, financial condition, results of operations may be adversely affected.</li><li>The company is unable to trace some of its corporate records such as challans for certain form filings. Further, there have been delays in relation to reporting requirements like failures to file certain forms with RBI in respect of issuance of securities by the 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 the Company. The company cannot assure you that no legal proceedings or regulatory actions will be initiated against it in the future in relation to any such discrepancies.</li><li>The company has contingent liabilities and its financial condition could be adversely affected if any of these contingent liabilities materialize.</li><li>If the prices the company charge for its solutions and services are unacceptable to the company's customers, the company's business, results of operations, financial condition and cash flows will be adversely affected.</li><li>Grants of stock options under the company's employee stock option plans may result in a charge to its statement of profit and loss and will, to that extent, reduce its profits or increase the company's losses.</li><li>The company has 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>The company is required to comply with certain restrictive covenants under its financing agreements. Any noncompliance may lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further drawdowns, which may adversely affect the company's business, results of operations, financial condition and cash flows.</li><li>Failures to protect the company's intellectual property rights could adversely affect its business and our brand.</li><li>The company's brand is integral to our success. If the company fails to effectively maintain, promote and enhance its brand, the company's 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 its reputation or otherwise materially harm the company's business. The integration of Gen AI in the company's tools and platforms also exposes it to additional data security and privacy risks.</li><li>The company is subject to risks associated with expansion into new geographic regions.</li><li>The 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>The company recognize revenue over the term of its customer contracts. Consequently, downturns or upturns in new sales may not be immediately reflected in the company's operating results and may be difficult to discern.</li><li>The company is subject to certain obligations under its master service agreements with the company's customers and a failures to comply with standards required by its customers under our master service agreements with the company's customers could harm its reputation, result in product liability claims and significant costs to it, impair the company's ability to enter into future contracts in relation to its platform and products, and serve the company's existing customers.</li><li>The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.</li><li>The market in which the company participate is intensely competitive, and if the company does not compete effectively, the company's operating results could be harmed.</li><li>The company may suffer disruptions, outages, defects, and other performance and quality problems with its artificial intelligence suite or with the public cloud and internet infrastructure on which it relies.</li><li>The company's rewards management platform, Rewards+, is dependent on third-party rewards partners and merchants. Any failures or fluctuations in services provided by third-party rewards partnerships can adversely affect the company's results of operations and financial condition.</li><li>Exchange rate fluctuations may adversely affect the company's results of operations as some portion of its revenues and expenditures are denominated in foreign currencies.</li><li>The company incorporate technology from third-parties into the company's solutions, and its inability to obtain or maintain rights to the technology could harm the company's business.</li><li>The company may need to seek additional financing in the future to support our growth strategies. Any failures to raise additional financing could have an adverse effect on the company's business, results of operations, financial condition and cash flows.</li><li>The services agreements entered with certain of the company's 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 failures to register and/or appropriately pay stamp duty on such agreements may affect its ability to enforce such agreements.</li><li>The company's use of open source software could adversely affect its ability to offer the company's products and services and subject it to possible litigation.</li><li>Internal or external fraud or misconduct or misrepresentation or mis-selling by the company's employees could adversely affect its reputation and its results of operations.</li><li>Failures to obtain or renew approvals, licenses, registrations and permits to operate its business in a timely manner, or at all, may adversely affect the company's business, financial condition, cash flows and results of operations.</li><li>The company has 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. The company 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, the company's Promoters will continue to collectively hold substantial shareholding in the Company.</li><li>Industry information included in this Red Herring Prospectus has been derived from an industry report exclusively commissioned and paid for by the Company for such purpose.</li><li>Certain Directors and Key Managerial Personnel are interested in the Company's performance in addition to their remuneration and reimbursement of expenses.</li><li>The company's funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect its business and results of operations.</li><li>Any future issuance of Equity Shares or securities convertible into Equity Shares by it or sales of Equity Shares by the company's Promoters could adversely affect the trading price of the Equity Shares.</li><li>The company has, 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 the company's operations, resulting in errors or information lapses.</li><li>Thee company's ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of the company's financing arrangements.</li><li>The company's 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>The 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").