Board approves Scheme of Amalgamation with Webclues and Codezeros; unaudited Q2 and H1 results adopted
Board of Clio Infotech Ltd met on 4 Nov 2026 and approved a Scheme of Amalgamation of Webclues Infotech Pvt Ltd and Codezeros Technology Pvt Ltd into the company by absorption.
By ScoutQuest · · 3 min read
| Line item | Latest | Year ago | Prev qtr | QoQ |
|---|---|---|---|---|
| Revenue from operations | 155.81 | 11.40 | 23.46 | +564% |
| Total income | 158.95 | 11.40 | 26.94 | +490% |
| Profit before tax | 9.96 | 0.21 | 7.84 | +27% |
| Profit after tax | 10.08 | 0.16 | 7.84 | +28.6% |
| Total comprehensive income | (22.90) | 0.43 | 7.86 | — |
| Basic EPS | 0.09 | 0.00 | 0.07 | +28.6% |
- Total income
- Latest 158.95; Year ago 11.40; Prev qtr 26.94 (+490%)
- Profit after tax
- Latest 10.08; Year ago 0.16; Prev qtr 7.84 (+28.6%)
- Period
- 30.09.2026 Unaudited
Also decided at the meeting
- Approved Scheme of Amalgamation of Webclues Infotech Private Limited (WIPL) and Codezeros Technology Private Limited (CTPL) into Clio Infotech Limited under Sections 230-232, subject to approvals incl. NCLT.
- Under the Scheme, the Company will allot 7,044 equity shares of INR 10 each to WIPL shareholders and 8,159 equity shares of INR 10 each to CTPL shareholders, per valuation report dated 04-11-2026.
Notes to the results
- During the previous quarter, the Company allotted 87,000,000 warrants on a preferential basis against 25% upfront consideration, receiving an aggregate amount of ₹21,75,00,000.
- During the period, the Company received further call money on warrants aggregating ₹33,58,07,670, pending conversion to equity at period end.
- During the quarter, the Company further invested funds in its wholly owned subsidiary by subscribing to its equity share capital.
- Other comprehensive income includes exchange differences on translating financial statements of foreign subsidiary of (32.97) lakhs for the quarter.
What the board approved today
- Approved and adopted the standalone and consolidated unaudited financial results of the company for the quarter and half year ended 30 September 2026, together with the auditors' Limited Review Report.
- Considered and approved a Scheme of Amalgamation among Clio Infotech Ltd, Webclues Infotech Private Limited (WIPL) and Codezeros Technology Private Limited (CTPL), under which WIPL and CTPL merge into Clio Infotech by way of absorption, along with their respective shareholders and creditors.
- The Scheme is subject to statutory and regulatory approvals, including approvals of the stock exchange, SEBI, the respective shareholders and creditors, and the jurisdictional National Company Law Tribunal.
What shareholders of the merging companies get
- On the Scheme becoming effective, Clio Infotech will issue and allot 7,044 fully paid equity shares of Rs. 10 each to the shareholders of WIPL and 8,159 fully paid equity shares of Rs. 10 each to the shareholders of CTPL.
- The share 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 merchant banker, has stated in its fairness opinion that the ratio is fair from a financial point of view.
What is being merged in
- All three companies are in technology consulting and in developing, designing, programming, testing, customising, licensing, maintaining and supporting software, mobile applications and web-based platforms.
- CTPL, one of the two merging companies, had turnover of 8.99 crore for the period ended September 30, 2026 (audited standalone).
- The stated rationale: consolidating business operations into a single listed entity, operational efficiencies and economies of scale, more efficient pooling of technical manpower, intellectual property and financial resources, and a simpler group structure. The update states the transaction does not fall within related party transactions.
Shareholding maths
- Before the Scheme: 1,10,10,950 shares, all held by the public; promoter and promoter group holding shown as nil.
- After the Scheme: 25,00,40,950 shares, again 100% public, calculated after considering diluted capital assuming conversion of outstanding warrants.
- In simple terms, existing holders keep their shares, but the total number of shares in the company rises sharply and the former WIPL and CTPL owners become shareholders of the listed company.
Results snapshot (standalone, quarter ended 30.09.2026, Rs. in lakh)
- Total Income: 158.95
- Net Profit / (Loss) after Tax: 16.86
- On a consolidated basis for the same quarter, Net Profit / (Loss) after Tax was 10.08, with total comprehensive income negative, reflecting exchange differences on translating the financial statements of a foreign subsidiary.
Auditor's review
- The Limited Review Report carries an unmodified conclusion: nothing came to the auditors' attention that causes them to believe the statement is not in line with the applicable accounting standards and listing disclosure requirements.
What a retail investor may want to watch
- The amalgamation is approved by the boards but not yet effective. Exchange, SEBI, shareholder, creditor and NCLT approvals are pending, and the share count and ownership mix change only when the Scheme takes effect.
- The profit figures above are for one quarter; the Scheme, once effective, changes the scale of the business and the number of shares outstanding.
Also from Clio Infotech
Board approves amalgamation of Webclues Infotech and Codezeros Technology into the company
4 Nov 2026
Board meeting on 4 November 2026 to consider unaudited results for September quarter
30 Oct 2026
Clio Infotech to subscribe 100% of UK arm Clio Quantinfra for £ 1000 in cash
19 Oct 2026
More numbers
- Standalone Net Profit after tax, quarter ended 30.09.2026 (Rs. in lacs)16.86
- Shares to be allotted to WIPL shareholders7,044
- Shares to be allotted to CTPL shareholders8,159
- Pre-amalgamation total shares1,10,10,950
- Post-amalgamation total shares (diluted, after warrant conversion)25,00,40,950
- CTPL turnover, audited standalone (Rs. in crore)8.99
- Total income, latest quarter158.95 (Rs. In lacs)
- Total income, year-ago quarter11.40 (Rs. In lacs)
- Total income, previous quarter26.94 (Rs. In lacs)
- Total comprehensive income, latest quarter(22.90) (Rs. In lacs)
- Total comprehensive income, year-ago quarter0.43 (Rs. In lacs)
- Total comprehensive income, previous quarter7.86 (Rs. In lacs)
- Profit after tax, latest quarter10.08 (Rs. In lacs)
- Profit after tax, year-ago quarter0.16 (Rs. In lacs)
- Profit after tax, previous quarter7.84 (Rs. In lacs)
- Revenue from operations, latest quarter155.81 (Rs. In lacs)
- Revenue from operations, year-ago quarter11.40 (Rs. In lacs)
- Revenue from operations, previous quarter23.46 (Rs. In lacs)
- Profit before tax, latest quarter9.96 (Rs. In lacs)
- Profit before tax, year-ago quarter0.21 (Rs. In lacs)
- Profit before tax, previous quarter7.84 (Rs. In lacs)
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