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Capillary Technologies India Limited — M&A Activity 2026
Feb 24, 2026
59603_rns_2026-02-24_c9974986-10b1-43c3-9561-8f9102718e08.pdf
M&A Activity
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www.capillarytech.com
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Date: February 24, 2026
To To, BSE Limited National Stock Exchange of India Limited Listing Department Listing Department Phiroze JeeJeebhoy Towers, Dalal Exchange Plaza , Bandra Kurla Complex Street Fort, Mumbai -400001 Bandra (East), Mumbai -4000051 Scrip Code: 544614 Symbol: CAPILLARY
Dear Sir/Madam
Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).
We wish to inform you that, pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), the Board of Directors of the Company, at its meeting held on Tuesday, February 24, 2026, has approved the investment in its Wholly Owned Subsidiary, Capillary Pte. Ltd. , for the purpose of acquisition of 100% shareholding in Session M Inc., a wholly owned subsidiary of Mastercard Inc., and its wholly owned subsidiary, Session M Czech Republic s.r.o. , directly and through its step-down subsidiary, Capillary Technologies LLC . The acquisition is subject to completion of customary conditions precedent and applicable regulatory approvals, if any.
Further details as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Para A of Part A of Schedule III of the said Regulations, read with SEBI Circular No. HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026, as set out in the Annexure-A to this letter.
We request you to take the above information on records.
Yours faithfully,
For Capillary Technologies India Limited
GIREDDY Digitally signed by GIREDDY BHARGAVI BHARGAVI REDDY Date: 2026.02.24 REDDY 20:28:56 +05'30' Gireddy Bhargavi Reddy Company Secretary and Compliance Officer Membership No. A17091 Place: Bengaluru
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Capillary Technologies India Limited CIN- L72200KA2012PLC063060 Regd. Office - 360, bearing PID No: 101, 360, 15th Cross Rd, Sector 4, HSR Layout, Bengaluru, Karnataka 560102 Email: [email protected] Website: www.capillarytech.com Tel: 080-41225179
www.capillarytech.com
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Annexure-A
| Sr. No. | Particulars | Details |
|---|---|---|
| 1 | Name of the target entity, details in brief such as size, turnover, etc. |
Session M Inc, Founded in 2011, a wholly owned subsidiary of Mastercard Inc, headquartered in the US. Cloud-based loyalty and engagement platform. CY2025 turnover of USD 50.5 Million. |
| 2 | Whether the acquisition would fall within related party transaction(s) and whether the promoter/promoter group/group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”. |
No, the acquisition is not a related party transaction and none of the promoters /promoter group / group companies have any interest in the entities involved in the transaction. |
| 3 | Industry to which the entity being acquired belongs. |
Loyalty Software as a Service (SaaS) |
| 4 | Objects and effects of acquisition. | The proposed acquisition is part of Capillary’s inorganic growth plans to strengthen its presence in the North American, LATAM loyalty markets and adds to our APAC portfolio. Further, the complementary business model, coupled with long-tenured blue- chip clientele, strengthen Capillary’s ability to unlock post- acquisition efficiencies in the loyaltyspace. |
| 5 | Brief details of any governmental or regulatory approvals required. |
Not Applicable |
| 6 | Indicative time period for completion of the acquisition. |
Within 180 days from signing date. |
| 7 | Nature of consideration - whether cash consideration or share swap and details of the same. |
Cash consideration. |
| 8 | Cost of acquisition or price. | Base consideration of USD 20 Million, subject to customary closing adjustments towards net debt, workingcapital and |
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Capillary Technologies India Limited
CIN- L72200KA2012PLC063060 Regd. Office - 360, bearing PID No: 101, 360, 15th Cross Rd, Sector 4, HSR Layout, Bengaluru, Karnataka 560102 Email: [email protected] Website: www.capillarytech.com
Tel: 080-41225179
www.capillarytech.com
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| other adjustments as set out in the definitive agreements. |
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| 9 | Percentage of shareholding acquired. |
100%. |
| 10 | Brief background about the entity acquired. |
Date of incorporation: 2011 Acquired by Mastercard: 2019 Business Description: Leading cloud based loyalty and engagement platform that empowers brands to have digitalized and seamless engagement through best– in-class product suite offerings. Last 3 years’ turnover: CY2025 - USD 50.5 Million CY2024 - USD 54.5 Million CY2023 - USD 57.0 Million. Key Industries served: Food and Beverages, Consumer Goods / Retail, Airlines, Oil and Gas. Countries in which the acquired entity has market presence: Significant market presence in North America along with LATAM and APAC markets. |
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Capillary Technologies India Limited
CIN- L72200KA2012PLC063060 Regd. Office - 360, bearing PID No: 101, 360, 15th Cross Rd, Sector 4, HSR Layout, Bengaluru, Karnataka 560102 Email: [email protected] Website: www.capillarytech.com Tel: 080-41225179