Clio Infotech530839Merger deal announced

Board approves amalgamation of Webclues Infotech and Codezeros Technology into the company

Board approved a scheme of amalgamation of Webclues Infotech and Codezeros Technology into the company by absorption.

By ScoutQuest · Wed 4 Nov 2026, 9:32 PM IST · 2 min read

100%Public holding, pre and amalgamation

Public holding, pre and amalgamation: 100%.

Shares issued to WIPL shareholders: 7,044 equity shares of INR 10 each
Shares issued to CTPL shareholders: 8,159 equity shares of INR 10 each
Q2 revenue from operations: Rs. 155.81 lacs

What the board approved

On 04 November 2026 the board considered and approved a scheme of amalgamation among the company, Webclues Infotech Private Limited (WIPL) and Codezeros Technology Private Limited (CTPL). Both companies would merge into the company by absorption, and on the scheme becoming effective they would stand dissolved without winding-up. The update states the transaction does not fall under the criterion of related party transactions.

What shareholders of the merging companies get

7,044 fully paid-up equity shares of INR 10 each of the company, to shareholders of WIPL
8,159 fully paid-up equity shares of INR 10 each of the company, to shareholders of CTPL

This is share consideration, not cash. The exchange ratio is based on a valuation report dated 04-11-2026 issued by CA Pranav Goyal, Registered Valuer. Finaax Capital Advisors Private Limited, an independent SEBI-registered Category I merchant banker, has issued a fairness opinion that the share swap ratio is fair from a financial point of view.

Approvals still needed

The scheme is subject to statutory and regulatory approvals, including the stock exchange, SEBI, the respective shareholders and creditors, and the jurisdictional NCLT. In other words, the board has approved the proposal; the merger itself is not yet effective.

Shareholding before and after

Before: 1,10,10,950 shares, with public holding at 100%
After: 25,00,40,950 shares, with public holding at 100%, calculated after considering diluted capital assuming conversion of outstanding warrants

No promoter or promoter group holding is shown in either table.

Business and stated rationale

All three companies are in technology (IT) consulting and in developing, designing, programming, testing, customising, selling, licensing and supporting software, mobile applications and web-based platforms. The stated reasons for the merger are consolidation into a single listed entity, operational efficiencies and economies of scale, lower administrative and compliance costs, pooling of technical manpower and intellectual property, and a simpler group structure.

Results shared alongside

Revenue from operations for the quarter ended 30.09.2026 was Rs. 155.81 lacs, against Rs. 23.46 lacs in the immediately preceding quarter and Rs. 11.40 lacs in the same quarter a year earlier
Half year revenue from operations was Rs. 179.27 lacs, and net profit after tax for the half year was Rs. 24.57 lacs
The statutory auditors expressed an unmodified opinion on the unaudited standalone and consolidated results
No current income tax provision was made, with the company citing brought forward business losses available for set-off

What to keep in mind

The share count rises sharply if the scheme and the outstanding warrants convert, so the stake of existing shareholders in the merged entity will depend on the final capital structure. The financial benefit depends on how the two businesses combine with the company's own operations, which currently show modest revenue. The next concrete steps are the approvals listed above, and the scheme's terms as finally approved.

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