BSECompany Update3d ago · 4 Nov 2026, 09:31 pm

Please find enclosed herewith intimation towards approval of scheme of Merger-amalgamation by board of directors of the company.

Clio Infotech Ltd · 530839

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Clio Infotech Ltd has announced the approval of a scheme of merger-amalgamation with Webdlues Infotech Private Limited and Codezeros Technology Private Limited, subject to regulatory approvals.

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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk6/10
Balance Sheet Risk4/10
Liquidity Impact7/10
Market Sentiment5/10

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Clio Infotech Ltd - 530839 - Please Find Enclosed Herewith Intimation Towards Approval Of Scheme Of Merger-Amalgamation By The Board Of Directors Of The Company

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Ali/\m v OTECH\’ Date: November 04, 2026 The Bombay Stock Exchange (BSE Limited) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 Scrip Symbol: CLIOINFO Script Code: 530839 Subject: Submission of outcome of Meeting of Board of Directors of Clio Infotech Limited (“Company”) held on November 04, 2026, and submission of Unaudited Financial Results of the Company for the quarter and half year ended on 30t September 2026. Dear Sir/Madam, With reference to above, we hereby inform and submit that the meeting of Board of Directors of the Company was held today i.e. on Wednesday, 04t November 2026, in which Board has considered following business: 1 Approved and adopted the standalone and consolidated Unaudited Financial Results of the Company for the quarter and half year ended 30t September 2026. Pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the following: A. Standalone and Consolidated Unaudited Financial Results of the Company for quarter and half year ended on 30t September 2026. B. Auditors’ Limited Review Report on standalone and consolidated Unaudited Financial Results. 2. Considered and approved Scheme of Amalgamation among Clio Infotech Limited (“Company”) and Webdlues Infotech Private Limited (“WIPL") and Codezeros Technology Private Limited (CTPL) and their respective shareholders and creditors (“Scheme”), pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the relevant rules framed thereunder for the amalgamation of the Companies into Clio Infotech Limited by way of merger (by absorption), in consideration for the ' Email: info@clioinfotech.com CIN : L62091GJ1992PLC176950 Phone : +91-79-49402634 Website : www.clioinfotech.com Address : Shop - A414, The Capital Science City Road, Sola, Ahmedabad, Gujarat, India, 380060 Ali/\m v OTECH\’ issuance and allotment of the 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 as stipulated in the Scheme. The Scheme is subjectto necessary statutory and regulatory approvals under the applicable laws, including approval of the Stock Exchange, Securities and Exchange Board of India, the respective shareholders and creditors and the jurisdictional National Company Law Tribunal. Additional information as required under Regulation 30 of the SEBI Listing Regulations read with the SEBI master Circular No. H0/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated July 11,2023 and as last updated on January 30, 2026, regarding the aforesaid Scheme is enclosed herewith as annexure-1. The Meeting commenced at 6:30 p.m. and concluded at 08:00 p.m. Kindly take the above information on record. Thanking You, Yours faithfully, For, Clio Infotech Limited, lead Digtalysigned by TiwadiNikita Date: 2026.11.04 Nikita ze2s .05 Nikita Tiwadi Manging Director DIN: 10646772 Encl: As above ' Email: info@clioinfotech.com CIN : L62091GJ1992PLC176950 Phone : +91-79-49402634 Website : www.clioinfotech.com Address : Shop - A414, The Capital Science City Road, Sola, Ahmedabad, Gujarat, India, 380060 Ali/\m v OTECH\’ Annexure-1 Additional information regarding the aforesaid Scheme as required under Regulation 30 of the SEBI Listing Regulations read with the SEBI master Circular No. HO/49/14/14(7)2025-CFD- POD2/1/3762/2026 dated July 11,2023 and as last updated on January 30, 2026. Sr. Particulars Details 1 Name of the entity(ies) i Clio Infotech Limited (Company or CIL) forming paorf tthe A company incorporated under the companies Act, amalgamation/merger, 1956 and validly subsisting under Companies Act, 2013 details in brief such as having CIN: L62091GJ1992PLC176950 and having size, turnover, etc. registered office at Shop A-414, The Capital, Science City Road, Sola, Ahmedabad - 380060, Gujarat, India. ii. Webclues Infotech Private Limited (WIPL) A company incorporated under Companies Act, 2013 having CIN: U62090GJ2025PTC170514 and having registered office at 1010 Signature 01 Survey, No. 841/1/2/10, Plot No. 287/276, Jivraj Park, Ahmadabad City, Ahmedabad — 380051, Gujarat, India. iii. Codezeros Technology Private Limited (CTPL) A company incorporated under Companies act, 2013 having CIN: U72900GJ2018PTC102266 and having registered office at 903, Signature 1, SUR No. 841/1/2/10, Plot No. 287/276, near Mercedes Showroom, S.G. highway, Makarba, Ahmedabad, Ahmedabad, Gujarat, India — 380051. As on September 30, 2026, the net assets and revenue (audited standalone) of the company, WIPL and CTPL are as hereunder: (In Crore) SrNo. | Name of | Net Asset Turnover Company 1 CIL 66.72 1.79 | 2 WIPL 173 854 | 3 CTPL 343 8.99 | 2 Whether the transaction | No, said transaction does not fall under the criterion on related would fall within related | party transactions. party transactions? If yes, whether the same is done at arm’s length ' Email: info@clioinfotech.com CIN : L62091GJ1992PLC176950 Phone : +91-79-49402634 Website : www.clioinfotech.com Address : Shop - A414, The Capital Science City Road, Sola, Ahmedabad, Gujarat, India, 380060 wllvs INFOTECH 3 Area of business of the | All three companies, i.e. CIL, WIPL and CTPL are engaged in entity(ies) business of technology (IT) consulting and business of developing, designing, programming, testing, customizing, importing, exporting, selling, licensing, maintaining, and supporting computer software, mobile applications, and web- based platforms 4 Rationale for i With a view to consolidating the businesses, amalgamation/merger undertakings and operations of the companies under amalgamation into a single listed entity, the Boards of Directors of the respective companies have proposed this Scheme ii. The proposed amalgamation would be beneficial to the companies, their respective shareholders, creditors and other stakeholders for, inter alia, the following reasons: a. consolidation of the business operations, management, resources and expertise of the respective Companies to the amalgamation into a single listed entity, thereby creating a stronger and integrated technology and software services platform; b. achievement of operational efficiencies, economies of scale and optimization of administrative, managerial, legal, accounting, compliance and other operational costs through unified management and infrastructure; c. more efficient utilization and pooling of technical ~capabilities, skilled manpower, intellectual property, financial resources and business relationships d. simplification and rationalization of the group structure resulting in reduction of multiple entities, streamlining of compliance requirements and improved governance and operational control e. enhancement of the combined entity’s abilittyo expand its business operations, improve competitiveness, strengthen market presence and pursue future growth opportunities more effectively; and ' Email: info@clioinfotech.com CIN : L62091GJ1992PLC176950 Phone : +91-79-49402634 Website : www.clioinfotech.com Address : Shop - A414, The Capital Science City Road, Sola, Ahmedabad, Gujarat, India, 380060 wllvs INFOTECH f. creation of enhanced and sustainable value for the shareholders and other stakeholders of each compantyo the amalgamation. 5 In case of cash | Upon the Scheme becoming effective, the company will issue consideration - amount | and allot to the shareholders of the WIPL 7,044 shares (Seven or otherwise share | Thousand Forty-Four) fully paid-up Equity Share(s) of INR 10 exchange ratio (Ten) each of the Company and will issue and allot to the shareholders of the CTPL 8,159 (Eight Thousand One Hundred and Fifty-Nine) fully paid-up Equity Share(s) of INR 10 (Ten) each of the company. The share exchange ratio for the proposed merger is based on the valuation report dated 04-11-2026, issued by CA Pranav Goyal, Registered Valuer (Securities or Financial Assets, IBBI Reg. No. - IBBI/RV/05/2019/11311). Finaax Capital Ad [Showing first 8,000 characters — download PDF for full document]