BSEBoard Meeting1d ago · 31 Aug 2026, 06:33 pm
Outcome of Board Meeting of the Company held on August 31, 2026.
Capitalnumbers Infotech Ltd · 544343
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Capitalnumbers Infotech Ltd has announced the outcome of its Board Meeting held on August 31, 2026. The Board approved the re-appointment of internal auditors and secretarial auditors, appointment of senior managerial personnel, and variation in the objects of the Initial Public Offer (IPO). The variation includes the reallocation of unutilized IPO proceeds towards the acquisition of a proposed wholly-owned subsidiary, Epitome Cloud Inc.
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Capitalnumbers Infotech Ltd - 544343 - Board Meeting Outcome for Outcome Of The Meeting Of Board Of Directors Of The Company Held On Monday, August 31, 2026.
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August 31, 2026
The Listing Compliance Department,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001
Scrip Code: 544343
Dear Sir/Madam,
Subject: Outcome of the Meeting of Board of Directors of the Company held on Monday,
August 31, 2026
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, we wish to inform you that the Board of Directors of the Company at their
meeting held today, i.e., August 31, 2026, at their registered office have inter alia, approved
the following:
1. Appointment of Mr. Anand V Varanasi as Senior Managerial Personnel of the Company.
2. Re-appointment of M/s. Ankur Poddar & Associates, Chartered Accountant as the
Internal Auditors of the Company for the Financial Year 2026-27.
3. Re-appointment of M/s. Prateek Kohli & Associates, Company Secretaries as the
Secretarial Auditors of the Company for the Financial Year 2026-27.
4. Approval of the Boards’ Report along with the Management Discussion and Analysis
Report and all other annexures for the year ended March 31, 2026.
5. Variation in the Objects of the Initial Public Offer:
The Board considered and approved the proposal for variation in the Objects of the
Initial Public Offer (“IPO”) in respect of the following object:
(a) Existing Object – Investment in Subsidiary
The Company had proposed to utilize Rs. 500.00 Lakhs out of the Net Proceeds of the IPO
towards investment in its wholly-owned subsidiary, Capital Numbers LLC, for
augmenting its working capital and enhancing its credit base to meet the future financial
requirements arising from the growth of the business.
Proposed Variation
The Board approved the proposal to modify the aforesaid Object so as to additionally
include the Company's proposed wholly-owned subsidiary, Epitome Cloud Inc.
(“Epitomecloud”), and the subsidiaries of Epitomecloud, including subsidiaries which
may be held directly or indirectly through Epitomecloud, as eligible entities for
deployment of the said IPO proceeds subject to the approval of the shareholders of the
Company.
Accordingly, the aforesaid Rs. 500.00 Lakhs proposed to be utilized under the said Object
may be utilized for investment in Capital Numbers LLC, Epitomecloud and/or any of the
subsidiaries of Epitomecloud, as may be determined by the Company, for their business
requirements, including augmentation of working capital, strengthening of their financial
position and supporting their business and operational requirements.
The proposed variation is intended to provide the Company with greater flexibility in
deploying the IPO proceeds towards strengthening its group structure and supporting the
business and growth requirements of its subsidiaries and proposed subsidiaries, while
remaining within the overall amount originally earmarked for the said Object.
(b) Variation in the Object relating to Issue Related Expenses
The Board further considered and approved the proposal for variation in the Object
relating to Issue Related Expenses, for which an amount of Rs. 2,117.15 Lakhs was
originally proposed to be utilized from the Net Proceeds of the IPO.
Out of the aforesaid amount, an amount of Rs. 1,146.46 Lakhs, which remains unutilised
under the said Object, is proposed to be reallocated and utilized towards funding the
acquisition of 100% ownership interest in Epitome Cloud Inc. (“Epitomecloud”), a
proposed wholly-owned subsidiary of the Company, pursuant to the Stock Purchase
Agreement (“SPA”) entered into/disclosed by the Company for acquisition of 100%
ownership in Epitomecloud and the consequential indirect acquisition of its subsidiary in
India, Epitomecloud Technology Private Limited, for an aggregate consideration of
approximately Rs. 40 Crore.
Accordingly, the unutilised amount of Rs. 1,146.46 Lakhs from the Object relating to Issue
Related Expenses is proposed to be utilized towards the aforesaid acquisition. The
balance consideration and other expenses, if any, in connection with the acquisition shall
be funded through the Company's internal accruals and/or other permissible sources, as
may be applicable.
The proposed variation in the Objects of the IPO does not involve any increase in the total
amount of Net Proceeds raised pursuant to the IPO and represents only a reallocation of
the unutilised portion of the IPO proceeds from the existing Objects towards the aforesaid
proposed acquisition.
The aforesaid variations in the Objects of the IPO are subject to the approval of the
shareholders of the Company at the 14th Annual General Meeting to be held on September
29, 2026 and such other approvals, consents and permissions as may be required under
applicable laws and regulations.
6. Approval of Notice of 14th Annual General Meeting of the members of the Company to be
held at the Registered Office of the Company for the financial year 2025-26 on Tuesday,
September 29, 2026, at 12:30 P.M. through Video Conferencing and Other Audio-Visual
Means.
7. Appointment of Mr. Prateek Kohli, Practicing Company Secretary, Partner of Prateek
Kohli & Associates, Company Secretaries to scrutinize e-Voting process in the Annual
General Meeting.
Further, the details required under Regulation 30 read with Schedule III Part A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Master
Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023 (as
updated on January 30, 2026) is annexed as Annexure – 1, 2 and 3.
The meeting of Board of Directors commenced at 4:00 P.M. and concluded at 4:36 P.M.
This is for your information and records.
Thank you.
Yours faithfully,
For CapitalNumbers Infotech Limited
SIKHA BANKA
Company Secretary & Compliance Officer
Encl: As above
DETAILS REQUIRED UNDER REGULATION 30 READ WITH SCHEDULE III PART A OF
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
AND SEBI MASTER CIRCULAR NO. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026
ISSUED ON JULY 11, 2023 (AS UPDATED ON JANUARY 30, 2026)
Annexure - I
Sl. Particulars Details
1. Reason for change viz. The Board of Directors on recommendation of the
appointment, re- Nomination and Remuneration Committee,
appointment, resignation, approved the appointment of Mr. Anand V
removal, death or otherwise; Varanasi, Senior Vice President as Senior
Management Personnel of the Company.
2. Date of appointment/re- August 31, 2026
appointment/cessation (as
applicable) & term of
appointment/re-
appointment;
3. Brief profile (in case of Mr. Anand V Varanasi holds a Master's degree in
appointment); Computer Science and a Diploma in International
Business & Marketing. He has over 30 years of
experience in enterprise technology, solution
architecture, and large-scale application delivery,
with a strong track record of delivering complex
solutions for global customers.
He possesses deep expertise in Salesforce, with
hands-on experience in Salesforce platform-
based application architecture, development, and
enterprise transformation programs.
Over the course of his career, Mr. Anand has led
and contributed to strategic technology initiatives
across the United States, Europe, and Australia,
working with diverse enterprise stakeholders.
4. Disclosure of relationships Nil
between directors (in case of
appointment of a director).
Annexure - 2
Sl. Particulars Details
1. Reason for change viz. The Board of Directors upon recommendation of
appointment, re- the Audit Committee in its meeting held on
appointment, resignation, August 31, 2026, has approved the
removal, death or otherwise; re-appointment of M/s. Ankur Poddar &
Associates, Chartered Accountant as Internal
Auditors of the Company for Financial year 2026-
2027.
2. Date of appointment/re- August 31, 2026
appointment/cessation (as
applicable) & term of
appointment/re-
appointment;
3. Brief profile (in case of M/s. Ankur Poddar & Associates, is a Chartered
appointment); Accountants firm, which provides wide array of
professional services such as Auditing &
Ass
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