TO THE MEMBERS
CAPILLARY TECHNOLOGIES INDIA LIMITED
Your Directors have pleasure in presenting the 13th Annual Report of the Company
together with the Audited Statement of Accounts for the year ended 31st March 2025.
On a consolidated basis, your Company's revenue increased to INR 5982.59mn for the
current year as against INR 4833.97mn in the previous year. Your Company's net profit is
INR 132.75mn for the current year as against the net loss of INR 593.76mn in the previous
year. On a standalone basis, your Company's revenue increased to INR 1740.91mn for the
current year as against INR 1186.21mn in the previous year. Your Company's net profit is
INR 35.06mn in the current year as against the net loss of INR 523.34mn in the previous
year.
INR in Million
|
Standalone |
Consolidated |
Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from contuining operations (net revenue*) |
174091 |
1186.21 |
5982.59 |
483397 |
Other Income |
122.37 |
84.68 |
136.10 |
103.40 |
Finance Income |
-- |
-- |
-- |
-- |
Total Expenses |
1407.46 |
1618.32 |
533290 |
5369.31 |
Profit/(Loss) before Exceptional items and Tax |
35.06 |
(523.34) |
106.78 |
(752.58) |
Exceptional items |
-- |
-- |
-- |
-- |
Profit/(Loss) before tax |
35.06 |
(523.34) |
106.78 |
(752.59) |
Profit/(Loss) after tax |
35.06 |
(523.34) |
132.75 |
(593.76) |
Other comprehensive income |
(4.24) |
(4.06) |
68.54 |
59.82 |
Total comprehensive income/(Loss) for the year |
30.82 |
(527.40) |
201.29 |
(53394) |
EPS |
|
|
|
|
-Basic |
0.48 |
(9.30) |
1.81 |
(10.55) |
-Diluted |
0.47 |
(9.30) |
1.79 |
(10.55) |
*Net revenue- refer note 21 of standalone financial statements and note 22 of
consolidated financial statements
Business performance is highlighted in CEO's message, which is shared separately.
1.2 Amount, if any, which the Board proposes to carry to any reserves
Your Company does not propose to transfer any amount to the reserves for financial year
2024-25.
1.3 Dividend
Your Company does not propose to declare any dividend for financial year 2024-25.
1.4 Major events occurred during the year
a State of company's affair
Your company has not engaged in any significant developments or material affairs during
the financial year 2024-25
b. Change in nature of business
Your Company has not changed nature of business during the financial year 2024-25 under
review.
c. Material changes and commitments, if any, affecting the financial position of the
Company, having occurred since the end of the Year and till the date of the Report
In the opinion of the Board, no item, transaction or event of a material and unusual
nature has arisen in the interval between the end of the financial year and the date of
this report, which would affect substantially the results, or the operations of your
Company for the financial year in respect of which this report is made.
1.5 Details of revision of financial statement or the Report
Your Company has not revised its financial statement or the Report in respect of any of
the three preceding financial years either voluntarily or pursuant to the order of a
judicial authority.
2. GENERAL INFORMATION
People Practice
In FY 2024-25, the People Practice function at Capillary Technologies continued to
evolve as a strategic corporate enabler, working collaboratively across all business units
to drive organizational excellence, employee engagement, and operational effectiveness.
Aligned with our long-term business objectives, the function played a pivotal role in
enhancing people-centric practices, streamlining policies, building leadership capability,
and nurturing a culture of continuous development.
One of the key strategic priorities during the year was the streamlining of global
human resource (“HR”) policies and processes, ensuring consistency and
compliance across geographies. These policies underwent a rigorous audit to align with
statutory requirements and industry best practices. As part of this effort, we
successfully conducted a comprehensive HR Audit across India, the United States, and the
Europe.
We also transformed the mid-year review process to emphasize development, introducing
the "on track / off track" framework. This simplified approach-enabled through
our partnership with the xto10x platform-served as a strategic checkpoint to celebrate
progress and identify areas for growth.
Significant strides were made in HR tech integration to enable seamless data flows and
operational efficiency. Our core HRMS platform, Darwinbox, was successfully integrated
with:
• Netsuite (Finance tool) for payroll and cost allocation
• OnGrid for automated background verification and
• Sense for a streamlined onboarding experience
Our HR Shared Services continued to ensure smooth delivery of critical services
including payroll administration, benefits management, employee data governance, and
resolution of employee queries, all while maintaining service quality benchmarks and
compliance.
As part of our ongoing investment in talent and leadership, the year saw the expansion
of coaching and development programs:
• Personalized coaching for top talent and JEDI/senior managers, helping leaders
align personal growth with organizational priorities.
• First-time manager development program, designed to empower new managers with
essential leadership capabilities in communication, delegation, performance management,
and conflict resolution.
• Transition coaching for offshore delivery center (“ODC”) managers in
mysore, following the inauguration of our mysore offshore delivery center, ensured
leadership continuity and cultural integration.
Learning & Development
Capillary Academy, our dedicated Learning & Development (L&D) wing, aimed at
fostering a culture of continuous learning, capability building, and career growth. It
continues to serve as the central hub for learning and development through personalized
and scalable programs, enabling both product and functional capability building across the
organization. In FY 2024-2025, the team delivered impactful learning outcomes with 45+
courses (including 30 product certifications), 5,500+ completions, 800+ active learners,
and 50+ hours of expert-led training each quarter - spanning Product Training Days, new
joiner bootcamps, custom workshops, and client/partner-specific trainings.
Key Highlights-
Building Team Capabilities
Client-Readiness Workshops: Custom product workshops conducted for US-CS teams, aligned
with client-specific use cases to build demo and client readiness
Onboarding Bootcamps: Trained all new joiners at the Mysore office through structured
product and process bootcamps for seamless onboarding Role-Based Learning Paths: Launched
for PSV, CS, Design, Product, and HR teams to streamline onboarding
Hands-On Product Learning: Introduced assignment-based and use case-led product
bootcamps for deeper engagement
Manager Dashboards: Rolled out improved dashboards for tracking completion of mandatory
learning modules
Content & Engagement
Podcast-Style Certifications: Transformed baseline certifications into engaging
audio-based formats to enhance self-paced learning
Capillary Compass: Curated a new HR onboarding module with leader snippets &
departmental walkthroughs to help new joiners understand Capillary's journey, values, and
growth- now a part of India orientation.
Rewards+ Enablement: Launched an interactive walkthrough and baseline certification to
enhance understanding and adoption of the new Rewards+ module
Microlearning Assets: Created 25+ bite-sized product videos to support just-in-time
learning
LMS Upgrade: Launched a new Learning Management System with better usability and
tracking, driving higher engagement
CapConnect Launch: Introduced a community-based platform within the Academy portal for
peer-driven knowledge sharing and collaboration.
Gamified Learning: Continued motivation through badges, leaderboards, Academy
Champions, and contributor rewards - further encouraging a vibrant learning culture across
teams
Capillary Compass
Curated a new HR onboarding module with leader snippets & departmental walkthroughs
to help new joiners understand Capillary's journey, values, and growth- now a part of
India orientation. These efforts have contributed to faster onboarding, stronger product
readiness, and improved client delivery - reinforcing continuous learning and
strengthening capabilities across Capillary.
The New Hire Onboarding Program was revamped to provide a structured, engaging, and
high-impact assimilation experience for new joiners. The integration of digital tools and
curated experiences significantly improved onboarding satisfaction scores.
To foster deeper engagement, we launched a host of initiatives during our Foundation
Week celebrations, which included:
YourDost mental well-being sessions
Football matches
Photography contests The FitCap Challenge
Capillary Appreciation Week and Gratitude Wall initiatives
These activities reflected our commitment to building an inclusive, appreciative, and
high-performing culture.
We embedded a holistic wellness approach into our people strategy, addressing physical,
mental, emotional, and social well-being. Key initiatives included:
Launch of FitCap, a monthly health and wellness newsletter
Annual health check-ups, nutrition workshops, and monthly fitness challenges 0
Football and badminton tournaments 0 Onsite yoga, Zumba, and fitness classes
Stress management seminars and mindfulness sessions 0 Gut Health Session 0
Capillary Premiere League
S pecia l wellness highlights includ ed:
• The three-day Inner Peace Workshop conducted in Bangalore (Nov 2024)
• The Warrior Quest Challenge, part of our physical wellness initiative
• Capillary X CULT Onsite Session, encouraging employees to engage with their
fitness benefits through CultFit
To foster a culture of open communication, we organized regular HR Open Houses and All
Hands Meetings, offering employees a platform to understand organizational updates, policy
changes, and voice feedback. This helped us reinforce trust and involve employees in the
company's decision-making process.
In our pursuit of continuous improvement, we actively partnered with business leaders
to analyze and act on eNPS (Employee Net Promoter Score) results. Through regular pulse
connects, targeted interventions, and feedback loops, we addressed key themes,
strengthening engagement and employee experience.
The People Practice function continues to play a pivotal role in shaping Capillary's
organizational culture, enabling business growth, and delivering employee-centric
outcomes. By embedding strategic intent into every initiative and fostering
cross-functional collaboration, we remain committed to building a resilient,
high-performing, and people-first organization.
3. CAPITAL AND DEBT STRUCTIRE
3.1 Issue of shares or other convertible securities
During the financial year under review, following are the changes:
a. Change in the authorized, issued, subscribed and paid-up share capital
(i) Authorised Capital
The Authorised share capital of the Company is as given below:
| Date of modification |
Equity share Capital |
Preference share Capital |
Unclassified Capital |
Total Authorised Capital |
| Original Share Capital at the time of Incorporation |
|
|
|
|
|
10,00,000/- |
0/- |
0/- |
10,00,000/- |
| Subsequent Modifications |
|
|
|
|
| May 04, 2012 |
1,90,00,000/- |
0/- |
0/- |
1,90,00,000/- |
| March 27, 2015 |
2,50,00,000/- |
0/- |
0/- |
2,50,00,000/- |
| August 19, 2021 |
11,00,00,000/- |
0/- |
0/- |
11,00,00,000/- |
| September 29, 2021 |
11,00,00,000/- |
10,00,000/- |
0/- |
11,10,00,000/- |
| November 24, 2021 |
15,00,00,000/- |
10,00,000/- |
0/- |
15,10,00,000/- |
| March 08, 2024 |
25,00,00,000/- |
10,00,000/- |
0/- |
25,10,00,000/- |
(ii) Issued , Subscribed and paid up share capital.
As on date of this report, the issued, subscribed and paid-up share capital of the
Company has changed from INR. 14,64,68,706/- (Rupees Fourteen Crore Sixty Four Lakh Sixty
Eight Thousand Seven Hundred and Six Only) to INR. 14,66,58,276/- (Rupees Fourteen Crore
Sixty Six Lakh Fifty Eight Thousand Two Hundred and Seventy Six Only) details of which are
given below:
Equity Share capital
| Date of Allotment |
Nature of Allotment |
Number of equity shares allotted |
Face value per share (INR) |
Issue Price per equity share |
Nature of consideration |
| 18th January 2025 |
Preferential Allotment |
94,785 |
2 |
526.70 |
Cash/- |
b. Reclassification or Subdivision of the authorised share capital.
During the financial year under review, the Company has not undertaken any
reclassification or sub-division of the authorised capital in terms of Companies Act 2013.
c. Reduction of share capital or buy back of shares
The Company has not reduced nor bought back any shares.
d. Change in capital structure resulting from restructuring
There is no change in the capital structure resulting from restructuring.
e. Change in voting rights There is no change in the voting rights.
3.2 Issue of equity shares with differential rights and sweat equity shares
During the financial year under review, the Company has neither issued equity shares
with differential rights nor issued sweat equity shares in terms of Companies Act, 2013.
3.3 Details of employee stock options
The Company had adopted “Capillary Employees Stock Option Scheme- 2021”
(hereinafter referred to as the “ESOP 2021”/ “Scheme”) along with its
amendments from time to time. Under the scheme, your Company grants share-based benefits
to the eligible employees by granting stock options (“Options”), with a view to
attract and retain talent in and within the Company (including subsidiaries and holding
company) encourage employees to strive to perform better, and ultimately incentivize such
employees who exhibit traits appreciated by the Company.
Disclosure as required under Rule 12 of Companies (Share Capital and Debentures) Rules,
2014 as on March 31, 2025:
| (a) options granted; |
57,20,889 |
| (b) options vested; |
6,09,785 |
| (c) options exercised; |
5,71,064 |
| (d) the total number of shares arising as a result of exercise of
options; |
5,71,064 |
| (e) options lapsed(due to exit of employees): |
24,79,481 |
| (f) the exercise price; |
Face Value |
| (g) variation in terms of options; |
Not applicable |
| (h) money realised by exercise of options; |
11,42,128 |
| (i) total number of options in force; |
66,03,936 |
| (j) employee wise details of options granted to: (i) Key Managerial
Personnel; |
• Aneesh Reddy Boddu - Overall Granted 9,52,309 options out of
which, 3,89,214 options were exercised and balance were surrendered. |
| (ii) any other employee who receives a grant of options in any one year
of options amounting to five percent or more of total options granted during that year; |
• Anant Choubey- 2,76,644 were granted and he has surrendered all
options |
|
• G Bhargavi Reddy - Overall Granted 3,563, out of which 758
options were surrendered against the cash settlement and 50 options were exercised in to
shares. |
| (iii) Identified employees who were granted options, during any one year,
equal to or exceeding one percent of the issued capital, excluding outstanding warrants
and conversions, of the Company at the time of grant. |
|
|
a. Nil |
|
b. Nil |
Additional disclosure: -During the year under review the company has purchased rights
on 94,785 vested options from active and inactive employees of the Company.
3.4 Shares held in trust for the benefit of employees where the voting rights are not
exercised directly by the employees
During the financial year under review, the Company has not held any shared in trust
for the benefit of employees where the voting rights are not exercised directly by the
employees.
3.5 Issue of Debentures, warrants, bonds or any non-convertible securities
During the financial year in review, the company has not issued and allotted any
debentures, warrants, bonds or any non-convertible securities.
During the financial year under review, your Company has neither obtained nor revised
any credit rating in respect of securities.
During the financial year under review, disclosure pursuant to Investor Education and
Protection Fund under sub-section (2) of section 125 of the Act and the IEPF (Accounting,
Audit, Transfer and Refund) Rules, 2016 are not applicable to your Company.
6.1 Directors and Key Managerial Personnel
As on the date of this report, the Company has Six (6) directors consisting of four (4)
Independent directors and two (2) Executive directors. The composition of the Board is in
conformity with Section 149 and 152 of the Act.
None of the Directors on the Board:
holds directorships in more than ten public companies;
serves as Director or as independent directors in more than seven listed entities; and
who are the Executive Directors serves as independent directors in more than three listed
entities.
are related to each other.
Necessary disclosures regarding Committee positions in other public companies as on
March 31, 2025 have been made by the Directors.
The Key Managerial Personnel's of the Company as on March 31, 2025 are:
|
Name |
Designation |
| 01 |
Mr. Aneesh Reddy Boddu |
Managing Director and CEO |
| 02 |
Mr. Anant Choubey |
Executive Director, Chief finance officer and Chief operating officer |
| 03 |
Mrs. G Bhargavi Reddy |
Company Secretary and Compliance officer |
-a. Disqualification of Directors
None of the directors of the Company are disqualified pursuant to the provisions of
Section 164 of Companies Act, 2013 or debarred or disqualified from being appointed or
continuing as directors of companies by the Securities and Exchange Board of India or
Ministry of Corporate Affairs or any such statutory authority.
mb. Appointment / Resignation from Board of Directors
Pursuant to the resignation of Mr. Sameer Garde, Mr. Aneesh Reddy Boddu, who was
serving as the Managing Director of the Company, has been appointed as the Chief Executive
Officer (CEO) and designated as a Key Managerial Personnel (KMP) of the Company with
effect from May 14, 2024. Consequently, Mr. Aneesh Reddy Boddu has been relieved from his
responsibilities as Vice Chairman of the Company with effect from the same date.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors at its meeting held on August 27, 2024, and with the approval of the
shareholders at the Annual General Meeting held on September 27, 2024, re-appointed Mr.
Aneesh Reddy Boddu as the Managing Director & Chief Executive Officer (MD & CEO)
and Mr. Anant Choubey as the Executive Director, Chief Operating Officer (COO) and Chief
Financial Officer (CFO) of the Company for a further term of three years, effective from
November 24, 2024 to November 23, 2027.
Similarly, based on the recommendation of the Nomination and Remuneration Committee,
the Board at its meeting held on August 27, 2024, and with the approval of shareholders at
the AGM held on September 27, 2024, re-appointed Mr. Farid Lalji Kazani, Mrs. Neelam
Dhawan, Mr. Venkat R Tadanki, and Mrs. Yamini Preethi Natti as Independent Directors of
the Company for a further term of five years, effective from December 10, 2024 to December
09, 2029.
c. Directors retiring by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
Section 149 of the said Act, at least 2/3rd of the total number of Directors, excluding
Independent Directors, shall be liable to retire by rotation and out of the Directors
liable to retire by rotation, at least 1/3rd of the Directors shall retire by rotation at
every Annual General Meeting.
In view of the above, Mr. Anant Choubey (DIN-06536413), who has been longest in office
since his appointment, who is liable to retire by rotation and being eligible, offers
himself for re-appointment, a resolution seeking shareholders' approval for his
re-appointment forms part of the notice. The Board recommends his re-appointment.
d Declaration by Independent Director
The Company has received necessary declaration from each of the Independent Directors,
under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
Independence laid down in Section 149(6) of the Companies Act, 2013 and Independent
Directors have complied with the Code for Independent Directors prescribed in Schedule IV
to the Act. Further, the Independent Directors have included their names in the data bank
of Independent Directors maintained with the Indian Institute of Corporate Affairs in
terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
Further, Independent Directors have also confirmed that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgment
and without any external influence and that they are independent of the management.
The Independent Directors attend a Familiarization / Orientation Program on being
inducted into the Board. Further, various other programmes are conducted for the benefit
of Independent Directors to provide periodical updates on regulatory front, product,
engineering, sales and marketing developments and any other significant matters of
importance. The details of the Familiarization programmes provided by the Company is
available on the Company's Website at https://www.capillarytech.com/investors.
Further the Company issues a formal letter of appointment to the Independent Directors,
outlining their role, function, duties and responsibilities, the format of which is
available on the Company's Website at https://www.capillarytech.com/investors.
During the year under review and as on date of this report
Except for payment of professional fee to M/s. Amir Advisory Services LLP (where Mr.
Farid Lalji Kazani- Independent Director is a partner) for availing advisory services, the
Company did not have any pecuniary relationship or transactions with any of its Directors,
other than payment of sitting fees to Independent Directors and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Board / Committees of the
Company.
The Advisory Agreement dated March 14, 2023 entered with M/s. Amir Advisory Services
LLP for providing advisory services on financial related matters had expired on March 01,
2024. The Audit Committee and Board of Directors approved the fresh advisory agreement
with M/s. Amir Advisory Services LLP dated May 27th, 2024 with same scope of work, for
which they shall be paid INR. 1 lakh per day spent on the assignment but not exceeding
total fee of INR. 9 lakh over a period of one year, which is lesser than 10% of total
gross turnover/ income of the said LLP for the year 2022-23. Mr. Farid Lalji Kazani
(Independent Director) and his daughter are partners of the said LLP.
In the opinion of the Board, all the independent directors appointed during the year
are persons of integrity, possesses relevant expertise and experience (including the
proficiency).
As required under Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as on date of this report the details of Independent Directors, pertaining to
the online proficiency Self-Assessment test conducted by IICA are as below.
| s.no |
Name |
Designation |
Date of registration |
Online Status of proficiency online Self-Assessment
proficiency test exemption test status |
| 1 |
Mrs. Neelam Dhawan |
Chairperson (Independent Director) |
19th February, 2020 |
Exempted |
NA |
| 2 |
Mr. Farid Lalji Kazani |
Independent Director |
21st February, 2020 |
Exempted |
NA |
| 3 |
Mr. Venkat Ramana Tadanki |
Independent Director |
18th October, 2021 |
Not-Exempted |
Passed |
| 4 |
Mrs Yamini Preethi Natti |
Independent Director |
01st November, 2021 |
Not Exempted |
Passed |
e. Women Director
In terms of the provisions of Section 149 of the Companies Act, 2013, your Company has
complied with the requirement of having at least one Independent Woman Director on the
Board of the Company. Mrs. Neelam Dhawan (00871445) Chairperson and Independent Woman
Director and Mrs. Yamini Preethi Natti (DIN 06533367) Independent Women Director of the
Company.
f. Changes in KMP
During the year under review and as on date of this report, following changes have
taken place in the composition of whole time key managerial personnel (‘KMP') as per
provision of Section 203 of the Companies Act, 2013.
Mr. Sameer Garde resigned as Executive Director & CEO of the Company effective from
March 31, 2024.
Mr. Aneesh Reddy Boddu was appointed as Chief Executive officer & KMP of the
Company and was relieved from the duties of vice chairman.
6.2 Board Meetings
Nine Board Meetings were held during the year under review and the gap between two
meetings did not exceed one hundred and twenty days. The said meetings were held on:
| s.no |
Date of meetings |
No. of director are eligible to attend meeting |
No. of director attended |
% of Attendance |
| 1 |
14th May, 2024 |
6 |
6 |
100 |
| 2 |
14th June, 2024 |
6 |
6 |
100 |
| 3 |
21st August, 2024 |
6 |
6 |
100 |
| 4 |
27th August, 2024 |
6 |
6 |
100 |
| 5 |
5th November, 2024 |
6 |
6 |
100 |
| 6 |
29th November, 2024 |
6 |
4 |
66 |
| 7 |
27th January, 2025 |
6 |
6 |
100 |
| 8 |
7th February, 2025 |
6 |
6 |
100 |
| 9 |
12th March, 2025 |
6 |
5 |
83 |
6.3 Committees and Corporate Governance
As on March 31, 2025, the Board had the following seven (7) committees
1. Audit Committee
2. Nomination & Remuneration Committee
3. Risk Management Committee
4. Stakeholders Relationship Committee
5. Corporate Social Responsibility Committee
6. Strategic and Business Development Committee and
7. Initial Public Offering (‘IPO') Committee
The details of the composition, terms of references, and number of committee meetings
held during FY 2025 and the attendance of the committee members at each meeting are given
in the Report on Corporate Governance adopted voluntarily which forms a part of the Annual
Report.
*After 31st March, 2025, Strategic and Business Development Committee has been
dissolved with effect from 20th April, 2025.
6.4 Recommendations of Audit Committee
There have been no instances during the year where recommendations of the Audit
Committee were not accepted by the Board.
Composition of Audit committee
| s.no |
Names of Committee Members |
Designation |
| 1 |
Mr. Farid Lalji Kazani |
Chairman of the Committee-Independent Director |
| 2 |
Mr. Anant Choubey |
Member of the Committee- Independent Director |
| 3 |
Mrs. Neelam Dhawan |
Member of the Committee- Independent Director |
| 4 |
Mr. Venkat Ramana Tadanki |
Member of the Committee- Independent Director |
6.5 Company's Policy on Directors' appointment and remuneration
In compliance with Section 178 of the Companies Act 2013 , the Board has formulated a
‘Nomination and Remuneration Policy' on Directors' appointment and remuneration
including recommendation on remuneration of the key managerial personnel and other
employees and the criteria for determining qualifications, positive attributes and
independence of a director.
The Policy is available on the Investors section of the website of your Company at
https://www.capillarytech.com/policies/
6.6 Board Evaluation
The provisions of section 134 (p) of the Companies Act, 2013, with respect statement
indicating the manner in which formal annual evaluation of the Board, its Committees and
Individual Directors are not applicable to the Company, as the paid up share capital of
the Company is less than INR.25 crore as on March 31,2025. However, the Company on
voluntary basis has availed services from a third party i.e Valulead Consulting to
undertake the evaluation of the Board, its Committees and Individual Directors. In a
separate meeting of Independent Directors held on February 8, 2025, the performance of
Non-Independent Directors, the Chairperson of the Board and the Board as a whole was
evaluated by the Independent Directors.
6.7 Remuneration of Directors and Employees
Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not applicable to your Company as on March 31, 2025.
Statement containing details of employees as required in terms of Section 197 of the
Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is available for inspection at the Registered Office of
the Company during working hours. A copy of the statement may be obtained by shareholders
by writing to the Company Secretary at the Registered & Corporate Office of the
Company or at secretarial@capillarytech.com.
6.8 Remuneration received by Managing/Whole time Director from holding or subsidiary
Company
No managing or whole-time director of the Company is in receipt of any
remunerations/commission from holding Company or Subsidiary Company.
6.9 Director's responsibility Statement Your Directors hereby confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
6.10 Internal financial control and its adequacy
Your Company has an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating
effectively as at March 31, 2025, based on the criteria for internal financial control
over financial reporting established by the Company. These responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under
the Companies Act, 2013.
6.11 Quality Management System Quality Policy
At Capillary, our mission is to consistently drive customer success by delivering
excellence in products and services. We are committed to continuous improvement across our
systems and processes, ensuring consistent return on investment for our clients.
Our quality strategy is rooted in customer feedback, evolving business needs, emerging
technologies, and performance analysis. We continually evaluate and adapt our practices to
ensure relevance and excellence in a rapidly changing market landscape.
Capillary's quality framework is based on globally recognized standards and
industry-leading practices. We maintain ISO 27001:2022, PCI DSS 4.0 certifications, and
are annually assessed for SOC 2 Type 2 and SOC 1 Type 2 standards. These accreditations
guide our policies for SaaS product security, platform integrity, and corporate
information infrastructure protection.
Engineering Excellence & Product Quality
Engineering is at the core of our value creation. Our teams are structured for agility,
innovation, and resilience, enabling us to solve complex problems through modern
technology stacks and collaborative practices.
Core Engineering Practices
Agile and Scrum Methodologies:
Delivering high-quality features iteratively, with customer-centric alignment at every
stage. Continuous Integration & Delivery:
Automation-first pipelines ensure reliable deployments and faster time-to-market with
reduced human errors.
Cloud-Native Architecture:
Highly scalable and performant systems built on microservices and Kubernetes enable
rapid deployment, observability, and efficient resource use.
Test-Driven Development (TDD):
Unit and integration tests are embedded into our development process, ensuring fast
feedback cycles and high-quality releases.
Observability & Monitoring:
Every release includes application and infrastructure metrics, logs, and alerts to
proactively detect and resolve issues.
DevOps and Site Reliability Engineering (SRE):
We integrate reliability practices such as SLIs/SLOs, chaos testing, and automated
failover to ensure uptime and resilience.
Security by Design:
We embed secure coding practices, vulnerability scanning, and shift-left testing into
the SDLC, ensuring product security from day one.
Automation-Driven Quality Gates:
Automated functional test suites are executed across environments, including
post-release automation runs. Our sanity and smoke test suites run on production, and
failures immediately trigger alerts to ensure swift issue detection. This proactive
approach enables faster incident response, reinforces change management, and ensures
release stability and customer confidence.
Root Cause Analysis (RCA):
Focused effort on understanding the cause of failure, identifying gaps and areas of
improvement, while learning from mistakes, is part of the engineering culture. We resolve
systemic issues quickly and prevent recurrences by properly planning the permanent fix.
Process Governance & Continuous Improvement
We maintain a technology-led governance framework that emphasizes:
Standardization & Automation:
All critical decisions are backed by real-time dashboards and data-driven insights.
Feedback Loops:
Continuous internal and customer feedback mechanisms help evolve our products and
engineering processes dynamically.
Process Audits & Certifications:
Regular third-party audits ensure compliance with international standards and reinforce
our commitment to quality and security.
Customer Experience & NPS
Customer satisfaction is a board-level metric at Capillary. We run quarterly Net
Promoter Score (NPS) surveys across engineering, product, and customer success functions.
NPS results are used to:
Uncover improvement areas and prioritize them in OKRs.
Enable cross-functional efforts to resolve pain points.
Track trends and drive consistent enhancements in customer experience.
A systematic approach to analyzing feedback ensures our customers consistently see
value and trust in our solutions.
Delivery Methodology & Program Management
Our project delivery is anchored in Agile frameworks and mature program management
practices:
Project Management:
Provide transparency to internal and external stakeholders, including real-time
tracking of milestones and risk flags.
Customer-Centric Onboarding:
From kickoff, clients are integrated into the planning and execution phases to maximize
value realization from Day 1.
Change Management & Risk Mitigation:
Our playbooks include proactive change control and contingency planning to manage
uncertainties during implementations.
Our Quality Management System showcases:
Proven process maturity and product stability.
Robust security and compliance posture.
Scalable engineering and delivery models.
Strong customer satisfaction metrics and governance.
These form a critical part of our risk mitigation and operational excellence.
6.12 Frauds reported by auditor
During the financial year under review, pursuant to provisions of the Section 143(12)
of the Companies Act, 2013, the Auditor has not reported any incident of fraud to the
Audit, Risk management Committee.
Your Company has adopted Fraud Prevention Policy. The Policy is available on the
Investor Relations section of the website of your Company at
https://www.capillarytech.com/policies/
6.13 Adoption and review of policies
The details of the policies approved and adopted by the Board & Committees as
required under the Companies Act, 2013 are provided in Annexure I to the Board's report.
6.14 Report on Corporate Governance
The Report on Corporate Governance of your Company adopted on voluntary basis forms a
part of the Annual Report.
7. DISCLOSURES RELATING TO HOLDING, SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on March 31, 2025, our holding Company is Capillary Technologies International Pte.
Ltd. (‘CTIPL') which holds 4,91,36,656 equity shares together with its nominee,
representing 67.01% of the issued, subscribed and paid-up equity share capital of our
Company.
As on March 31, 2025, our Company had 8(eight) wholly owned subsidiaries including 1
(one) direct and 7(seven) step down subsidiaries outside India. The Company is in the
process of closing its operations in China operated through Capillary Technologies
(Shanghai) Co., Ltd (step down subsidiary).
There are no associates or joint venture companies within the meaning of Section 2(6)
of the Companies Act, 2013 (“Act”).
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the
salient features of financial statements of the Company's subsidiaries in Form No. AOC-1
as provided in Annexure II is attached to this report.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, and consolidated financial statements, are available on the Company's
website at https://www.capillarytech.com/investors/annual-reports/ A copy of separate
financial statements of our subsidiaries shall be provided to any member of the company
who asks for it. All the documents stated under sub-section (1) of section 136 is
available for inspection at the Registered Office of the Company during working hours.
Further, members by writing to the Company Secretary at the Registered Office of the
Company or at secretarial@capillarytech.com may obtain a copy of the same.
8. DETAILS OF DEPOSITS
During the year, your Company has neither accepted nor renewed any deposits from public
within the meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
9. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENT
Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating
to loans, advances, guarantees and investments (wherever applicable) are provided as part
of the financial statements under note no. 05 & 08.
10. PARTICULARS OF CONTRACT AND ARRANGEMENTS OF RELATED PARTIES
All related party transactions that were entered into during the financial year under
review, were on an arm's length basis, and in the ordinary course of business and are in
compliance with the applicable provisions of the Act.
There were no materially significant related party transactions made by the Company
during the year that required shareholders' approval under Companies Act 2013. All Related
Party Transactions are placed before the Audit Committee for approval. Further, prior
omnibus approval of the Audit Committee is obtained for the transactions which are
repetitive in nature or when the need for these transactions cannot be foreseen in
advance.
Accordingly, the disclosure of the particulars of the related party transactions in
form AOC -2 as required under Section 134(3) (h) of the Act as provided in Annexure-III is
attached to this report.
The details of related party transaction as per accounting standards is provided in
Note 33 of Notes to Financial Statements (Standalone).
11. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Companies Act, 2013, a company meeting the specified criteria
shall spend at least 2% of its average net profits for three immediately preceeding
financial years towards CSR activities. Accordingly, the provision of CSR is not
applicable to your company for financial year 2024-25.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO
Company is part of Saas (‘software as a service') industry and does not operate
any machineries, production facilities etc. As a part of corporate citizen, our Company's
commitment is to improve community well-being through voluntary business practices and
contribution of corporate resources leading to sustainable growth. Also, our CSR policy is
well aligned to our business goals and meets or exceeds, the ethical, legal, commercial
and public expectations that society has of business. Some of the steps and practices
followed by the Company:
a. Conservation of Energy
| (i) the steps taken or impact on conservation of energy; |
• Usage of Laptops instead of desktops. • Turning off lights,
monitors when not in use. • Turning of AC's when not in use. • Usage of LED
lights for all lighting solutions etc. |
| (ii) the steps taken by the Company for utilising alternate sources of
energy; |
As the Company does not operate any machineries, production facilities
etc. the consumption of energy is very low to minimal. Hence the requirement of having
alternate sources of energy is not needed. |
| (iii) the capital investment on energy conservation equipments. |
Due to the reasons as stated above in (ii) the Company has not made any
capital investment on energy conservation equipments. |
b. Technology absorption
| (i) the efforts made towards technology absorption; |
The internally developed software and tools have helped us improve the
user efficiency, and user experience and also provide various improved features and
functionalities in the enterprise loyalty and engagement activities for businesses and
their users. These include: • New advancements for Loyalty+ platform through addition
of milestone loyalty advanced features, streaks and badge. • Further advancements in
the Loyalty Promotions configuration module to setup complex promotions using completely
conversational manner leveraging AI capabilities (wip) • Journeys canvas to create
A/B testing scenarios. • Built multiple new data flows on connect+ • Creation
ofplatform extension module extending the capabilities of changing the APIs •
Addition of user onboarding Module. |
| (ii) the benefits derived like product improvement, cost reduction,
product development or import substitution; |
• Continuous improvement of the product user experience. This is
measured through increased product satisfaction score which is a strong indicator of
customer retention. • Improved campaign and loyalty program ROI f or the business
users. • Reduced cost of technology import by developing these tools/software
internally on a timely manner. |
| (iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the year under reference) - a) details of the
technology imported; b) the year of import; c) whether the technology has been fully
absorbed and if not, areas where absorption has not taken place, and the reasons thereof; |
Your Company has not imported any technology during the last three years. |
| (iv) the expenditure incurred on Research and Development. |
INR 449.27(in millions) incurred towards development of the software
platform including Rewards +. |
e. Foreign exchange earnings and out go
Particulars |
FY 2023-24(lNR in MiNion) |
FY 2024-25 (INR in Million) |
Inflow |
656.36 |
1239.11 |
Outflow |
203.36 |
22.601 |
13. RISK MANAGEMNET
Your Company has a well-defined risk management framework in place. The Board of
Directors (“Board”) of the Company oversee the development of Risk Management
Policy and the establishment, implementation and monitoring of the Company's risk
management system, in accordance with the policy. The Risk Management Committee reviews,
assess and formulate the risk management system and policy of our Company from time to
time and recommend for amendment or modification thereof, which shall include among
others:
A framework for identification of internal and external risks specifically faced by our
Company, in particular including financial, operational, sectoral, sustainability
(particularly, environment, social and governance related risks), information, cyber
security risks or any other risk as may be determined by the committee;
Measures for risk mitigation including systems and processes for internal control of
identified risks; and Business continuity plan;
The details of the Risk Management Committee are available on Company's website. The
Risk Management Policy adopted by the Company is available at
https://www.capillarytech.com/policies/
14. Cyber security
As our employees continue to work efficiently in a hybrid environment, we have remained
proactive in addressing the evolving cybersecurity threat landscape. In our efforts to
maintain a strong cybersecurity posture, our team has stayed informed about global
cybersecurity developments, ensuring higher compliance and ongoing security. We are
certified under the Information Security Management System (ISMS) Standard ISO 27001:2022
and PCI DSS 4.0. Additionally, we have completed the attestation for both SOC 2 and SOC 1
through an independent audit firm. Looking ahead, we are focused on achieving HITRUST
certification next year.
Throughout the year, we prioritized cybersecurity training, reskilling, and fostering a
culture of shared responsibility. We focused on encouraging a shift-left approach and
empowering our developer community with specialized courses and resource kits. These
efforts were aligned with our broader initiatives to enhance cybersecurity processes,
technologies, and overall security posture.
15. VIGIL MECHANISM
The Company has adopted a Vigil Mechanism Policy to provide a channel to the Directors
and employees to report genuine concerns about unethical behaviour, actual or suspected
fraud or violation of the standards, codes of conduct or policies adopted by the Company
from time to time. The Company is committed to adhering to the highest standards of
ethical, moral and legal conduct of business operations and in order to maintain these
standards, the Company encourages its employees who have genuine concerns about suspected
misconduct to come forward and express their concerns without fear of punishment or unfair
treatment. The mechanism provides for adequate safeguards against victimization of
Directors and employees to avail of the mechanism and also provide for direct access to
the Vigilance Officer. The Whistle Blower Policy adopted by the Company is available on
Website of the Company at https://www.capillarytech.com/policies/
16. MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS
There are no significant material orders passed by the Regulators, Courts or Tribunals
impacting the going concern status of the Company and its operations in future.
17. AUDITORS
M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration no.
001076N/N500013), were appointed as the Statutory Auditors of the Company at the AGM held
on September 29, 2022 for a term of five consecutive years from the conclusion of 10th
Annual General Meeting (“AGM”) till the conclusion of 15th AGM of the Company to
be held in the year 2027 in accordance with the provisions of Section 139 of the Act.
The Report given by the Statutory Auditors on the standalone financial statements of
the Company and the consolidated financial statements of the Company for the financial
year ended March 31, 2025 forms part of this Annual Report.
18. SECRETARIAL AUDIT
M/s. BMP & Co, LLP, firm of practicing Company Secretaries (“Secretarial
Auditors”), carried out the secretarial audit for FY 2025 in compliance with the Act
and the Rules made thereunder, and other applicable regulations as amended and other laws
specifically applicable to your Company. The Secretarial Audit Report in form MR-3 for FY
2025 is attached to this Report as Annexure - IV. The said Report does not contain any
qualification, reservation or adverse remark or disclaimer by the Secretarial Auditors.
19. COST AND INTERNAL AUDIT
Cost Auditor and Records
The provisions of appointment of Cost Auditor pursuant to section 146 read with
Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company during
the financial year 2024-25.
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013, is not required by the Company and
accordingly such accounts and records are neither made and nor maintained.
Internal Audit
Protiviti India Member Private Limited (Independent Internal auditor) were appointed to
carry out Internal Audit to ensure the adequacy of the internal control system and
adherence to policies and practices. The audit committee regularly reviews the reports
submitted by the independent internal auditor and the adequacy and effectiveness of
internal controls.
20. EXPLANATION IN RESPONSE TO AUDITORS QUALIFICATION
The Reports given by the Statutory Auditors on the standalone financial statements and
the consolidated financial statements of the Company for FY 2025 form part of the Annual
Report. The Reports do not contain any qualification, reservation or adverse remark or
disclaimer by the Statutory Auditors.
21. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the applicable
Secretarial Standards issued by Institute of Company Secretaries of India (‘ICSI').
The Company has also voluntarily adopted & complied with SS-4 (Report on Board of
Directors).
22. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)
There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the business of the Company.
23. FAILURE TO IMPLEMENT ANY CORPORATE ACTION
During the year under review, there was no instances where Company has failed to
complete or implement any corporate action within the specified time limit.
24. ANNUAL RETURN
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013 read with
the rules made thereunder, the Annual Return (Form MGT-7) of the Company has been
disclosed on the website of the Company and Web Link thereto is:
https://www.capiNarytech.com/investors/regulation-46-of-sebi-lodr/
25. OTHER DISCLOUSERS
a. The consolidated financial statement is also being presented in addition to the
standalone financial statement of the Company.
b. The Company has not opted for any one time settlement from the Banks or Financial
Institutions.
126. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN
AT THE WORK PLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims
to provide protection to employees at workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. The Company has not
received any complaints pertaining to sexual harassment during the financial year. Also,
that no cases were filed, disposed of and pending as on date of this report.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
27. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going beyond it,
electronic copy of the Notice of 13th Annual General Meeting of the Company including the
Annual Report for FY 2024-25 are being sent to all Members whose e-mail addresses are
registered with the Company / Depository Participant(s).
In terms of Environmental responsibility, the Company actively works to minimize its
ecological footprint by reducing carbon emissions, conserving energy and water, and
adopting environmentally friendly practices.
Capillary Technologies has a strong focus on sustainability. The company emphasizes
environmentally-friendly practices such as reducing energy footprint, encouraging staff to
engage in eco-friendly behaviors like using reusable utensils and avoiding plastic,
planning social initiatives like tree plantation drives and e-waste reduction, and having
Environment and Sustainability management plans in place.
We, as such, have a minimalistic carbon footprint/emission. Our workspace size is
maintained at a requirements level and we strive to ensure optimum usage of power across
our office spaces.
Our solutions are hosted on AWS and we inherit the sustainability measures and efforts
undertaken by AWS.
We work with Recykle, a waste management marketplace to ensure responsible e-waste
management practices and plan to be a 100% processed e-waste company by 2025.
This year, we tied up with another NGO on afforestation. Instead of trophies, we
planted trees for speakers through the NGO, SankalpTaru: https://sankalptaru.org/
Our employee and customer gifting solution is also sourced through local NGOs. Recently
we sourced handmade diaries from jute bags from a women's group in uttarakhand
https://www.purkalstreeshakti.org/
We undertake many such initiatives with regional NGOs in every country.
We sourced tote bags from a women-run NGO called Pallaguttapalle Bags and gift hampers
from Thenga.
28. ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.
Your directors sincerely appreciate all employees of the Company and its Holding and
subsidiaries for their hard work and commitment.
| On behalf of the Board of Directors |
|
| For Capillary Technologies India Limited |
|
| Sd/- |
Sd/- |
| Aneesh Reddy Boddu |
Anant Choubey |
| Managing Director and CEO |
Executive Director, CFO & COO |
| (DIN:02214511) |
(DIN:06536413) |
| Date: 30/04/2025 |
Date: 30/04/2025 |
| Place: Bangalore |
Place: Bangalore |
|