Capillary Technologies seals SessionM buy for $20m in 2026

What Capillary announced on May 1, 2026

Capillary Technologies India Limited said it has completed the acquisition of Session M Inc. and Session M Czech Republic s.r.o., taking 100% ownership of both entities. The closing was finalised on May 01, 2026 (IST) after all closing conditions were met, according to the company’s disclosure. Session M Inc. was previously a wholly owned subsidiary of Mastercard Inc., and the Czech entity was a wholly owned subsidiary of Session M.

The transaction is the latest step in Capillary’s push to expand its international footprint in customer engagement and loyalty management. With the closing, Session M Inc. and Session M Czech Republic s.r.o. are now wholly owned subsidiaries of Capillary Technologies India Limited, including step-down subsidiary classification where applicable.

Deal structure: Capillary Pte. Ltd. and Capillary Technologies LLC

Capillary said the acquisition was structured through its wholly owned subsidiary, Capillary Pte. Ltd. The execution involved Capillary Pte. Ltd. and its step-down subsidiary, Capillary Technologies LLC. This structure was also referenced in earlier filings related to the transaction.

The acquired businesses include Session M Inc. in the US and Session M Czech Republic s.r.o., which adds a European operating entity under Capillary’s corporate umbrella. Capillary positioned the deal as supportive of its global operating capabilities in loyalty and customer engagement solutions.

Consideration and closing timeline referenced earlier

Earlier disclosures around the transaction indicated a base cash consideration of USD 20.00 million for the acquisition, subject to customary closing adjustments toward net debt, working capital, and other adjustments laid out in definitive agreements. Capillary had also stated that it expected to complete the transaction within 180 days from the signing date.

The May 1 announcement confirms that the company has now completed the acquisition and satisfied closing conditions. The company’s communications around the deal also indicated that no governmental or regulatory approvals were required, and that the transaction was not a related party transaction.

Who Session M is and what it brings

Session M Inc. was founded in 2011 and was acquired by Mastercard in 2019. It operates as a cloud-based loyalty and customer engagement platform. The platform is used by brands to manage consumer interactions and rewards and deliver digital customer engagement through its product suite.

Across disclosures and reporting reproduced in the provided material, Session M was described as serving industries such as food and beverages, consumer goods and retail, airlines, and oil and gas. Its presence was described across North America, Latin America (LATAM), and Asia Pacific (APAC) markets.

Session M financial track record disclosed (CY2023 to CY2025)

Capillary’s disclosures and related reporting referenced Session M’s turnover history as follows: USD 50.5 million in CY2025, USD 54.5 million in CY2024, and USD 57.0 million in CY2023. The figures were presented as indicating a gradual decline over the past three years.

The same reporting positioned the acquisition as part of Capillary’s inorganic growth plans to strengthen its presence in North American and LATAM loyalty markets, while adding to its APAC portfolio.

SEBI disclosure trail and compliance references

Capillary linked the completion to its earlier disclosure dated February 24, 2026, filed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company stated it had already submitted required details under Regulation 30 and Para A of Part A of Schedule III.

It also referenced SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, which it said was complied with in the February 24 filing.

Separately, the board meeting that approved the investment route for the acquisition was reported as having commenced at 08:00 PM (IST) and concluded at 08:18 PM (IST) on February 24, 2026.

What changes in Capillary’s corporate structure

Post-closing, Session M Inc. and Session M Czech Republic s.r.o. are wholly owned subsidiaries of Capillary Technologies India Limited. The company described the entities as step-down subsidiaries where applicable because of the execution route through Capillary Pte. Ltd. and Capillary Technologies LLC.

The company also indicated that a “specialised” team within Session M would join Capillary to ensure continuity and preserve expertise. This is positioned as an operational step to integrate capabilities without disrupting ongoing customer engagements.

Market context: Capillary’s recent financial and listing data cited

The provided material also included Capillary’s reported performance metrics for Q3 FY26: revenue from operations of INR 1,840.4 million (INR 184.04 crore) and net profit of INR 79.9 million (INR 7.99 crore), with net profit described as down 30% YoY while operating revenue rose 16%.

Separate reporting cited Capillary’s listing in November 2025, including an issue price of INR 577. It referenced a BSE listing at INR 560 and an NSE open at INR 571.9. Another cited closing price was INR 512, valuing the company at a market capitalisation of INR 40,670 million (INR 4,067 crore), also described as approximately USD 447 million.

Key facts table

Session M turnover trend table (as disclosed)

Investor calendar: Q4 FY26 earnings call on May 6

In a separate disclosure included in the material, Capillary said it scheduled a Q4 FY26 earnings conference call for May 6, 2026 (Wednesday) at 04:00 PM IST, following the announcement of financial results for the quarter and year ended March 31, 2026. The company said the investor materials would be posted on its website (capillarytech.com/investors/).

It also listed exchange details: BSE scrip code 544614 and NSE symbol CAPILLARY, and named Sunil Jain, Head of Corporate Development as the contact person for investor relations (investorrelations@capillarytech.com).

Why the completion matters for investors tracking loyalty SaaS

For shareholders, the key immediate change is that the acquisition is no longer an announced intention but a completed transaction, bringing Session M and its Czech subsidiary under Capillary’s control. The disclosures also frame the rationale around expanding in North America and LATAM, while strengthening APAC exposure.

An investor presentation referenced in the provided material said the combined entity is expected to have over USD 115 million in annual recurring revenue and serve more than 150 customers globally. That statement is presented as an expectation, not a reported financial outcome.

Conclusion

Capillary Technologies has completed the acquisition of Mastercard-owned Session M Inc. and Session M Czech Republic s.r.o. as of May 1, 2026, using Capillary Pte. Ltd. and Capillary Technologies LLC to execute the transaction. The next scheduled company update in the provided material is the Q4 FY26 earnings conference call on May 6, 2026, where investors may seek more detail on integration priorities and performance trends.