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.

Capillary Technologies India Limited has filed a comprehensive investor presentation with BSE Limited and National Stock Exchange of India Limited, detailing its strategic acquisition of SessionM from Mastercard for USD 20.00 million base consideration. The presentation, filed on February 24, 2026, provides extensive insights into the company's acquisition strategy and market positioning.

Regulatory Filing and Strategic Communication

The company submitted the investor presentation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company Secretary and Compliance Officer Gireddy Bhargavi Reddy digitally signed the filing from Bengaluru, making the presentation available on the company's investor relations website.

Market Leadership and Recognition

The presentation highlights Capillary's position as a Leader in The Forrester Wave™ Loyalty Technology Solutions Q4 2025, achieving the highest rankings among all vendors in both Current Offering and Strategy categories. The company scored 5/5 in 22 out of 27 criteria, reinforcing its market leadership position.

SessionM Business Overview and Strategic Rationale

SessionM, founded in 2011 and acquired by Mastercard in 2019, serves 40+ enterprise customers across 35+ countries with 800 million+ consumer profiles. The acquisition strengthens Capillary's footprint in North America and LATAM while adding to its APAC portfolio through multi-industry growth opportunities.

Proven M&A Integration Strategy

The presentation outlines Capillary's disciplined acquisition approach, demonstrating consistent 4-year cash payback periods and 20%+ ROIC across previous acquisitions including Persuade, Rewards+, Brierley, and Kognitiv. The company targets small-to-mid sized businesses with enterprise customers for seamless platform integration.

Long-term Growth Projections

The combined entity will serve 150+ customers including 25 Fortune 500 companies with approximately USD 115.00 million+ combined ARR. Capillary projects integrating approximately 60 customers from Kognitiv and SessionM acquisitions over 24-36 months, with completion estimated by end of CY 2028 and stable operations reflecting in CY 2029.