Board Meeting Details

The meeting of the Board of Directors was held on Wednesday, November 04, 2026, commencing at 6:30 p.m. and concluding at 8:00 p.m.

Key Board Decisions

1. Financial Results Approval

The Board approved and adopted the standalone and consolidated Unaudited Financial Results for the quarter and half year ended September 30, 2026, pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Amalgamation Scheme Approval

The Board considered and approved the Scheme of Amalgamation among Clio Infotech Limited, Webclues Infotech Private Limited (WIPL), and Codezeros Technology Private Limited (CTPL) and their respective shareholders and creditors.

The Scheme is pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 for the amalgamation of the companies into Clio Infotech Limited by way of merger (by absorption).

Amalgamation Scheme Details

Entities Involved

  • Clio Infotech Limited (CIL): CIN L62091GJ1992PLC176950, registered office at Shop A-414, The Capital, Science City Road, Sola, Ahmedabad - 380060, Gujarat, India
  • Webclues Infotech Private Limited (WIPL): CIN U62090GJ2025PTC170514, registered office at 1010 Signature 01 Survey, No. 841/1/2/10, Plot No. 287/276, Jivraj Park, Ahmadabad City, Ahmedabad - 380051, Gujarat, India
  • Codezeros Technology Private Limited (CTPL): CIN U72900GJ2018PTC102266, registered office at 903, Signature 1, SUR No. 841/1/2/10, Plot No. 287/276, near Mercedes Showroom, S.G. highway, Makarba, Ahmedabad, Gujarat, India - 380051

Financial Position of Entities (as of September 30, 2026)

| Sr No | Name | Net Assets (₹ Crore) | Turnover (₹ Crore) |

| 1 | CIL | 66.72 | 1.79 |

| 2 | WIPL | 173 | 854 |

| 3 | CTPL | 343 | 8.99 |

Transaction Structure

The amalgamation will be effected through issuance and allotment of equity shares of Clio Infotech Limited to the shareholders of WIPL and CTPL (other than Clio Infotech Limited itself) in accordance with the share exchange ratio stipulated in the Scheme.

Share Exchange Ratio

  • WIPL Shareholders: 7,044 equity shares of ₹10 each of Clio Infotech Limited
  • CTPL Shareholders: 8,159 equity shares of ₹10 each of Clio Infotech Limited

The share exchange ratio is based on the valuation report dated November 04, 2026, issued by CA Pranav Goyal, Registered Valuer (Securities or Financial Assets, IBBI Reg. No. - IBBI/RV/05/2019/11311).

Fairness Opinion

Finaax Capital Advisors Private Limited, an independent SEBI-registered (Category-I) Merchant Banker, has issued a fairness opinion stating that the Share Swap Ratio determined under the Valuation Report is fair from a financial point of view.

Shareholding Pattern Impact

Pre-Amalgamation:

  • Promoter/Promoter Group: -
  • Public: 1,10,10,950 shares (100%)
  • Total: 1,10,10,950 shares (100%)

Post-Amalgamation:

  • Promoter/Promoter Group: -
  • Public: 25,00,40,950 shares (100%)
  • Total: 25,00,40,950 shares (100%)

Rationale for Amalgamation

  • Consolidation of businesses, undertakings and operations under a single listed entity
  • Achievement of operational efficiencies and economies of scale
  • More efficient utilization of manpower, technical capabilities, intellectual property, and financial resources
  • Simplification and rationalization of group structure reducing compliance requirements
  • Enhancement of combined entity's ability to expand operations and pursue growth opportunities
  • Creation of enhanced and sustainable value for shareholders and stakeholders

Related Party Transaction Status

The transaction does not fall under the criterion of related party transactions.

Approvals Required

The Scheme is subject to necessary statutory and regulatory approvals under applicable laws, including approval of:

  • Stock Exchange
  • Securities and Exchange Board of India (SEBI)
  • Respective shareholders and creditors
  • Jurisdictional National Company Law Tribunal (NCLT)

Financial Results Summary

Standalone Financial Results (₹ in lacs)

Quarter Ended September 30, 2026:

  • Revenue from Operations: 11.40
  • Other Income: 3.88
  • Total Income: 24.21
  • Total Expenses: 11.19
  • Profit before tax: 0.21
  • Net Profit after tax: 0.16
  • EPS (Basic): 0.00

Half Year Ended September 30, 2026:

  • Revenue from Operations: 179.27
  • Other Income: 3.88
  • Total Income: 183.15
  • Total Expenses: 158.69
  • Profit before tax: 24.46
  • Net Profit after tax: 24.57
  • EPS (Basic): 0.22

Comparative Figures (Half Year Ended September 30, 2025):

  • Revenue from Operations: 18.40
  • Other Income: 0.00
  • Total Income: 18.40
  • Total Expenses: 17.93
  • Profit before tax: 0.47
  • Net Profit after tax: 0.36
  • EPS (Basic): 0.00

Consolidated Financial Results (₹ in lacs)

Half Year Ended September 30, 2026:

  • Revenue from Operations: 179.27
  • Other Income: 6.61
  • Total Income: 185.88
  • Total Expenses: 168.08
  • Profit before tax: 17.80
  • Net Profit after tax: 17.91
  • EPS (Basic): 0.16

Standalone Balance Sheet Position (as of September 30, 2026)

  • Total Assets: ₹8,175.74 lacs
  • Total Equity: ₹6,672.48 lacs
  • Non-current liabilities: ₹1,478.64 lacs
  • Current liabilities: ₹24.62 lacs

Key Financial Notes

1. The financial results were reviewed by the Audit Committee and approved by the Board of Directors

2. Prepared in accordance with Indian Accounting Standards (Ind AS)

3. Single reportable segment as defined in Ind AS 108

4. Management is identifying better business opportunities; idle funds invested in interest-bearing assets

5. No provision for current income tax due to availability of brought forward business losses

6. During previous quarter, company allotted 87,000,000 warrants on preferential basis against receipt of 25% issue price (₹21,75,00,000)

7. Received further call money of ₹33,58,07,670 from warrant allottees, pending conversion to equity

8. During quarter, company further invested funds in wholly owned subsidiary by subscribing to equity share capital

Auditor Review

KPSJ & Associates LLP conducted limited review of both standalone and consolidated financial results and expressed unmodified opinion, stating nothing has come to their attention that causes them to believe the statements contain any material misstatement.

The consolidated financial statements include unaudited interim financial results of Clio Tech Limited (Seychelles), a wholly owned subsidiary, with total assets of ₹5,155.32 lacs, total revenues of ₹2.73 lacs for half year ended September 30, 2026, and net loss of ₹6.66 lacs for half year ended September 30, 2026.