Clio Infotech Limited approves all-share merger of two IT firms

Clio Infotech Limited approved an all-share scheme on November 4, 2026 to absorb Webclues Infotech Private Limited and Codezeros Technology Private Limited, which reported combined net assets of Rs 516 crore as of September 30, 2026. The scheme proposes issuance of 15,203 Clio Infotech shares, subject to regulatory and stakeholder approvals.

What did Clio Infotech approve on November 4, 2026?

Clio Infotech approved a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, to merge Webclues Infotech and Codezeros Technology into the listed company by absorption. The board considered the proposal at its November 4, 2026 meeting, held from 6:30 p.m. to 8:00 p.m.

Clio Infotech will provide consideration through equity shares rather than cash. When the scheme becomes effective, Webclues Infotech and Codezeros Technology will merge into Clio Infotech and be dissolved without winding up, according to the disclosure.

The filing says all three companies operate in technology consulting and in developing, designing, programming, testing, customising, licensing, maintaining and supporting software, mobile applications and web-based platforms. Clio Infotech also said the transaction does not meet its criteria for a related-party transaction.

What assets and turnover do the three companies report?

Webclues Infotech reported net assets of Rs 173 crore and turnover of Rs 854 crore as of September 30, 2026, while Codezeros Technology reported net assets of Rs 343 crore and turnover of Rs 8.99 crore. Their combined net assets of Rs 516 crore were Rs 449.28 crore above Clio Infotech's reported Rs 66.72 crore net assets.

Codezeros Technology had Rs 170 crore more net assets than Webclues Infotech, but Webclues Infotech reported Rs 845.01 crore more turnover. The filing identifies these figures as audited standalone net assets and revenue, without supplying separate financial statements for the two transferor companies.

Clio Infotech's standalone total assets stood at Rs 81.7574 crore on September 30, 2026, compared with Rs 33.6159 crore on March 31, 2026. Its total equity rose to Rs 66.7248 crore from Rs 16.5815 crore over the same period, while non-current borrowings were Rs 14.7856 crore at September 30.

How many shares will Clio Infotech issue under the scheme?

Clio Infotech proposes to issue 7,044 fully paid equity shares of Rs 10 each to Webclues Infotech shareholders and 8,159 shares of Rs 10 each to Codezeros Technology shareholders. The combined 15,203 shares are the disclosed merger consideration and will be issued only after the scheme becomes effective.

The share swap ratio is based on a valuation report dated November 4, 2026 by CA Pranav Goyal, a registered valuer for securities or financial assets. Finaax Capital Advisors Private Limited, described as an independent Securities and Exchange Board of India, or SEBI, registered Category I merchant banker, issued an opinion that the swap ratio was fair from a financial point of view.

The pre-amalgamation shareholding table lists 1,10,10,950 public shares, representing 100% of the share capital, with no promoter or promoter-group holding shown. The post-amalgamation table lists 25,00,40,950 public shares at 100%, but Clio Infotech says this figure is calculated on a diluted basis assuming conversion of outstanding warrants.

Why is Clio Infotech combining the three businesses?

Clio Infotech said the boards proposed the scheme to consolidate three technology businesses, their undertakings and operations into one listed entity. The stated purpose is to combine management, resources and expertise in an integrated technology and software-services platform.

The boards cited potential operating efficiencies, economies of scale and lower administrative, managerial, legal, accounting and compliance costs through unified management and infrastructure. They also identified pooling technical capabilities, skilled manpower, intellectual property, financial resources and business relationships as intended outcomes of the three-company combination.

Clio Infotech's standalone revenue from operations was Rs 1.5581 crore in the quarter ended September 30, 2026, compared with Rs 11.40 lakh in the quarter ended September 30, 2025. Profit after tax was Rs 16.86 lakh, compared with Rs 16,000 a year earlier.

For the half year ended September 30, 2026, Clio Infotech recorded total income of Rs 1.8315 crore and profit after tax of Rs 24.57 lakh, against Rs 18.40 lakh and Rs 36,000 respectively in the prior-year half year. The company reported a single reportable segment under Indian Accounting Standard 108, or Ind AS 108, so its results do not provide a segment-wise split.

What approvals are required before the merger can take effect?

Clio Infotech needs approvals from the stock exchange, SEBI, the respective shareholders and creditors, and the jurisdictional National Company Law Tribunal, or NCLT, before the scheme can become effective. The November 4, 2026 filing gives no record date, effective date or completion timetable.

Until those statutory, regulatory and stakeholder approvals are received, the 7,044 shares for Webclues Infotech shareholders and 8,159 shares for Codezeros Technology shareholders will not be allotted. The filing also does not state when shareholder or creditor meetings may be convened.

Clio Infotech received Rs 33.580767 crore of further call money on preferential warrants during the September 2026 half year, pending conversion to equity. It had previously allotted 8.70 crore warrants and received Rs 21.75 crore as 25% upfront consideration, which explains why warrant conversion is relevant to the disclosed diluted shareholding figure.

Clio Infotech reported cash and cash equivalents of Rs 3.0551 crore at September 30, 2026, down from Rs 5.7307 crore at March 31, 2026. Its half-year cash flow statement also recorded Rs 51.9207 crore invested in a subsidiary and Rs 49.8975 crore of financing inflow from share capital and application money pending allotment towards preferential convertible warrants.

Conclusion

The proposed scheme would place Webclues Infotech and Codezeros Technology within Clio Infotech through an all-share transaction involving 15,203 shares. The targets' disclosed Rs 516 crore combined net assets exceed Clio Infotech's Rs 66.72 crore reported net-assets base, while their reported turnover differs substantially between Webclues Infotech at Rs 854 crore and Codezeros Technology at Rs 8.99 crore.

The next disclosed milestones are approvals from the stock exchange, SEBI, shareholders, creditors and the NCLT, for which no schedule has been provided. Investors can also watch progress on the outstanding preferential warrants because Clio Infotech's post-amalgamation shareholding figure of 25,00,40,950 shares assumes their conversion.