Capillary Technologies India Limited has received board approval for its strategic acquisition of Session M Inc. from Mastercard, with the Board of Directors approving the USD 20.00 million base consideration deal during their meeting held on February 24, 2026. The company has filed comprehensive regulatory disclosures with BSE Limited and National Stock Exchange of India Limited under SEBI regulations.

Board Approval and Regulatory Compliance

The Board of Directors meeting, which commenced at 08:00 PM (IST) and concluded at 08:18 PM (IST) on February 24, 2026, approved the investment through the company's wholly owned subsidiary, Capillary Pte. Ltd. Company Secretary and Compliance Officer Gireddy Bhargavi Reddy digitally signed the regulatory filing on February 26, 2026, ensuring compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SessionM Acquisition Structure and Timeline

The acquisition involves 100% shareholding in Session M Inc., a wholly owned subsidiary of Mastercard Inc., along with its wholly owned subsidiary, Session M Czech Republic s.r.o. The transaction will be executed directly and through Capillary's step-down subsidiary, Capillary Technologies LLC, with completion expected within 180 days from the signing date.

SessionM Business Performance and Market Position

Session M Inc., founded in 2011 and acquired by Mastercard in 2019, operates as a leading cloud-based loyalty and engagement platform headquartered in the US. The company recorded a turnover of USD 50.50 million in CY2025, serving key industries including Food and Beverages, Consumer Goods/Retail, Airlines, and Oil and Gas across North America, LATAM, and APAC markets.

Strategic Rationale and Market Expansion

The acquisition aligns with Capillary's inorganic growth strategy to strengthen its presence in North American and LATAM loyalty markets while adding to its APAC portfolio. The complementary business model, coupled with SessionM's long-tenured blue-chip clientele, is expected to enhance Capillary's ability to unlock post-acquisition efficiencies in the loyalty software-as-a-service (SaaS) space.

Capillary Technologies India Limited has issued a regulatory clarification regarding the exercise price mechanism under its Employee Stock Option Plan (ESOP) 2021 scheme. The clarification, dated February 24, 2026, addresses feedback received from proxy advisors concerning the company's postal ballot notice issued on February 06, 2026.

Proxy Advisor Concerns Addressed

The company received feedback from proxy advisors highlighting concerns about the lack of clarity regarding the exercise price determination. The advisors noted that the exercise price could range between face value and market price, potentially allowing significant discounts to prevailing market prices.

Company's Pricing Mechanism Clarification

In response to these concerns, Capillary Technologies provided detailed clarification on its ESOP pricing structure:

The company emphasized that this pricing mechanism is "objective, market-linked and transparent, and does not permit arbitrary pricing." The structure is designed to ensure continued alignment of employee incentives with long-term shareholder value creation.

Regulatory Compliance and Governance

Capillary Technologies confirmed that ESOP 2021 is implemented in strict accordance with:

• Companies Act, 2013
• SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
• Supervision of the Nomination and Remuneration Committee

The company noted that extending ESOP benefits to subsidiary employees is a standard practice for listed groups, aimed at retention of critical talent and value creation at a consolidated level.

Postal Ballot Context

The clarification relates to Special Resolution No. 1 in the postal ballot notice, which seeks shareholder approval for ratification of extension of benefits under ESOP 2021 to employees of subsidiary companies, whether in India or overseas. The additional information has been made available on the company's website to provide shareholders with enhanced clarity before voting.

The clarification was signed by Gireddy Bhargavi Reddy, Company Secretary and Compliance Officer, and filed with both BSE Limited and National Stock Exchange of India Limited as required under Regulation 30 of SEBI listing regulations.