Capillary Tech.

Trusted Partner in Loyalty Solutions.

Comprehensive Solutions and Scalable Cloud-Based Infrastructure with Seamless Integration for Diverse Segments.

Diverse Long-Term Customer Relationships with High Net Revenue Retention.

Diverse Long-Term Customer Relationships with High Net Revenue Retention.

Experienced Leadership Team backed by Marquee Investor Base.

Focus Our Go-to-Market Strategy on Larger Enterprises.

Its customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.

Any future issuance of Equity Shares or securities convertible into Equity Shares by its or sales of Equity Shares by its Promoter could adversely affect the trading price of the Equity Shares.

The Company has availed certain unsecured loans and over draft facilities, including from the Promoter, that may be recalled by the lender at any time and its Company may not have adequate funds to make timely payments or at all.

The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The company currently avail benefits under certain export promotion schemes. Any failure in meeting the obligations under such schemes, may result in adversely affecting its business operations and its financial condition.

Its customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The company currently avail benefits under certain export promotion schemes. Any failure in meeting the obligations under such schemes, may result in adversely affecting its business operations and its financial condition.

Its customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The company currently avail benefits under certain export promotion schemes. Any failure in meeting the obligations under such schemes, may result in adversely affecting its business operations and its financial condition.

Its customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

Its 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.

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.

The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.

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.

Any future issuance of Equity Shares or securities convertible into Equity Shares by its or sales of Equity Shares by its Promoter could adversely affect the trading price of the Equity Shares.

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.

The Company has availed certain unsecured loans and over draft facilities, including from the Promoter, that may be recalled by the lender at any time and its Company may not have adequate funds to make timely payments or at all.

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.

The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

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.

Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

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.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

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.

The company currently avail benefits under certain export promotion schemes. Any failure in meeting the obligations under such schemes, may result in adversely affecting its business operations and its financial condition.

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.

Its customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

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.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

An inability to maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability.

Its 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.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.

Our Promoter, CTIPL is interested in businesses similar to ours, which may result in conflicts of interest.

Any future issuance of Equity Shares or securities convertible into Equity Shares by its or sales of Equity Shares by its Promoter could adversely affect the trading price of the Equity Shares.

Inability to attain desired customer growth amid rising customer acquisition costs may adversely affect our business, results of operations, financial condition and cash flows.

The Company has availed certain unsecured loans and over draft facilities, including from the Promoter, that may be recalled by the lender at any time and its Company may not have adequate funds to make timely payments or at all.

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.

The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

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.

Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

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.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

We have contingent liabilities and our financial condition could be adversely affected if any of these contingent liabilities materialize.

The company currently avail benefits under certain export promotion schemes. Any failure in meeting the obligations under such schemes, may result in adversely affecting its business operations and its financial condition.

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.

Its customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

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.

Industry information included in this Draft Red Herring Prospectus has been derived from an industry report exclusively commissioned and paid for by its Company for such purpose.

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.

The transfer of shares from its Promoter to its Material Subsidiary, CPL, is subject to procedural formalities and a delay in completion of such procedural formalities could result in administrative challenges.

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.

Should its Promoter, CTIPL, be subject to insolvency proceedings the gift of CTIPL`s shareholding in certain of its Subsidiaries to CPL may become invalid.

Failure to protect our intellectual property rights could adversely affect our business and our brand.

Certain Directors and Key Managerial Personnel, are interested in its Company`s performance in addition to their remuneration and reimbursement of expenses.

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.

Its Promoter, CTIPL is interested in businesses similar to ours through investments in the past, which may result in conflicts of interest.

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.

Its Statutory Auditor has included certain matters of emphasis in their auditors report on its audited financial statements as at and for the year ended March 31, 2019, 2020 and 2021 and on its audited financial statements as at and for the three months period ended June 30, 2021 and certain modifications in the annexure to their auditors report under Companies (Auditors Report) Order 2016 on its audited financial statements as at and for the year ended March 31, 2019, 2020 and 2021. Its Statutory Auditor has also included certain emphasis of matters in the Proforma Financial Information.

We are subject to risks associated with expansion into new geographic regions.

The company propose to utilize the Net Proceeds to undertake strategic investments and acquisitions for which the target may not be identified. In the event that its Net Proceeds to be utilised towards strategic investments and acquisitions are insufficient for the cost of its proposed acquisition, its may have to seek alternative forms of funding.

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.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

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.

Its 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.

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.

The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.

We are subject to transfer pricing regulations in respect of transactions with our foreign Subsidiaries.

Any future issuance of Equity Shares or securities convertible into Equity Shares by its or sales of Equity Shares by its Promoter could adversely affect the trading price of the Equity Shares.

The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

The Company has availed certain unsecured loans and over draft facilities, including from the Promoter, that may be recalled by the lender at any time and its Company may not have adequate funds to make timely payments or at all.

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.

The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

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.

Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

Exchange rate fluctuations may adversely affect our results of operations as some portion of our revenues and expenditures are denominated in foreign currencies.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

We incorporate technology from third-parties into our solutions, and our inability to obtain or maintain rights to the technology could harm our business.

The company currently avail benefits under certain export promotion schemes. Any failure in meeting the obligations under such schemes, may result in adversely affecting its business operations and its financial condition.

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.

Its customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

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.

The company is subject to transfer pricing regulations in respect of transactions with its foreign Subsidiaries.

Our use of open source software could adversely affect our ability to offer our products and services and subject us to possible litigation.

Any future issuance of Equity Shares or securities convertible into Equity Shares by its or sales of Equity Shares by its Promoter could adversely affect the trading price of the Equity Shares.

Internal or external fraud or misconduct or misrepresentation or mis-selling by our employees could adversely affect our reputation and our results of operations.

The Company has availed certain unsecured loans and over draft facilities, including from the Promoter, that may be recalled by the lender at any time and its Company may not have adequate funds to make timely payments or at all.

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.

The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

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.

Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

After the completion of the Offer, our Promoters will continue to collectively hold substantial shareholding in our Company.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

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.

The company currently avail benefits under certain export promotion schemes. Any failure in meeting the obligations under such schemes, may result in adversely affecting its business operations and its financial condition.

Certain Directors and Key Managerial Personnel are interested in our Company`s performance in addition to their remuneration and reimbursement of expenses.

Its customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

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.

Any future issuance of Equity Shares or securities convertible into Equity Shares by its or sales of Equity Shares by its Promoter could adversely affect the trading price of the Equity Shares.

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.

The Company has availed certain unsecured loans and over draft facilities, including from the Promoter, that may be recalled by the lender at any time and its Company may not have adequate funds to make timely payments or at all.

We have, in the last 12 months, issued Equity Shares at a price that could be lower than the Offer Price.

The company has issued Equity Shares during the preceding twelve months at a price which may be below the Offer Price.

Inability to maintain adequate internal controls may affect our ability to effectively manage our operations, resulting in errors or information lapses.

Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

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.

Its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

Our customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

The company currently avail benefits under certain export promotion schemes. Any failure in meeting the obligations under such schemes, may result in adversely affecting its business operations and its financial condition.

The average cost of acquisition of Equity Shares by the Selling Shareholders may be less than the Offer Price.

Its customers may engage in certain transactions in or with countries or persons that are subject to U.S. and other sanctions.

Our Company will not receive any proceeds from the Offer for Sale.