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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Earnings Impact2/10
Growth Catalyst6/10
Governance Concern1/10
Regulatory Risk2/10
Balance Sheet Risk3/10
Liquidity Impact5/10
Market Sentiment5/10

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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 [Showing first 8,000 characters — download PDF for full document]