CapitalNumbers Infotech Ltd Directors Report

To

The Members

CapitalNumbers Infotech Limited

Your directors take pleasure in presenting the Fourteenth (14^th) Annual Report on the business and operations of your Company, along with the audited financial statements for the Financial Year ended March 31, 2026. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required in the report.

1. SUMMARY OF FINANCIAL RESULTS

Particulars	Standalone Financials		Consolidated Financials
	2025-2026	2024-2025	2025-2026	2024-2025
Revenue from operations	10,528.03	9,972.52	10,504.97	9,972.90
Other Income	1,054.59	596.48	1,054.59	595.51
Total Income	11,582.62	10,569.00	11,559.56	10,568.41
Less: Expenditure	7,990.74	7,013.53	7,979.78	6,999.68
Profit before Interest, Depreciation and Tax	3,591.88	3,555.47	3,579.78	3,568.73
Less: Interest	12.38	7.03	15.39	10.29
Less: Depreciation & Amortisation expense	158.91	151.71	158.91	151.71
Add: Prior period item (Net)	-	-	-	-
Profit before Tax (PBT)	3,420.59	3,396.73	3,405.48	3,406.73
Less: Tax Expense: Current Tax	814.36	836.85	817.09	842.06
Tax Expense of Earlier Years	(0.65)	(0.05)	(1.65)	0.74
Deferred Tax Expenses/ (Credit)	39.75	(15.71)	39.75	(15.71)
Profit after Tax (PAT)	2,567.13	2,575.64	2,550.29	2,579.64

2. STATE OF AFFAIRS OF THE COMPANY Standalone Financial Highlights

On a standalone basis, your Company reported a Revenue from Operations of K 10,528.03 Lacs for financial year 2025-26, delivering a growth of 5.57% for the year. The Net Profit after Tax stood at T 2,567.13 Lacs maintaining similar levels to FY 2024-25.

Consolidated Financial Highlights

For the financial year 2025-26, your Company reported revenue from operations of K 10,504.97 Lacs, representing a 5.34% growth over the previous year. The Net Profit After Tax stood at ^ 2,550.29 Lacs maintaining similar levels to FY 2024-25.

3. DIVIDEND

During the year under review, your Board had declared an interim dividend of K II- per equity share of T 10/- each (i.e. @10%) on November 11, 2025. Accordingly, the said interim dividend was paid on December 4 and 5, 2025.

Further, the Board has recommended a final dividend of ^ II- per equity share of ^ 10/- each (i.e. @10%) for the financial year 2025-26 on May 28, 2026 for approval of the Members at the ensuing Annual General Meeting.

4. TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

5. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

As on March 31, 2026, the Company has 1 (one) Wholly Owned subsidiary i.e. Capital Numbers LLC. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013. None of the Company ceased to be the Companys Subsidiary during the financial year 2025-26.

The certified copies of Annual Accounts of the above-referred subsidiary shall be made available to the shareholders of the Company on request and will also be kept open for inspection at the Registered Office of the Company during business hours on all working days.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary is given in prescribed Form AOC-1, enclosed as "Annexure-C" which forms part of this Annual report.

6. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

There have been no material changes or commitments affecting the financial position of the Company

that have occurred between the end of the financial year to which the financial statements relate and the date of this Report, except for the proposed acquisitions of Epitome Cloud Inc.

Epitome Cloud Inc.

The Board of Directors of the Company, at its meeting held on May 28, 2026, approved and authorised the execution of a Stock Purchase Agreement ("SPA") with Epitome Cloud Inc. ("Epitomecloud") for the acquisition of 100% ownership in Epitomecloud and step-down subsidiary in India, i.e., Epitomecloud Technology Private Limited, for a consideration of approx. INR 40 crore (Rupees Forty crore), and subject to the terms set out in the SPA.

Pursuant to the above approval, the Company had entered and executed a SPA with Epitome Cloud Inc. for the acquisition of 100% ownership in Epitome Cloud Inc and step-down subsidiary in India, i.e., Epitomecloud Technology Private Limited.

The Company completed the acquisition of 100% stake in Epitome Cloud Inc. in the month of August 2026, pursuant to the Stock Purchase Agreement ("SPA"). Consequently, Epitome Cloud Inc. became a wholly owned subsidiary of the Company, while Epitomecloud Technology Private Limited became a step-down subsidiary of the Company.

7. INITIAL PUBLIC OFFERING

As of March 31, 2026, the Company has utilized the IPO proceeds including funds utilized for purposes other than those stated in the IPO in the offer document. The details of the utilization are as follows:

Original Object	Original Allocation (if in Lacs)	Amount Utilized (g in Lacs)	Amount recovered against OFS issue expenses (g in Lacs)	Balance (g in Lacs)
1. Technical Advancement of Leading-edge Technology	1,782.00	328.96	-	1,453.04
2. Increase in Spending on Business Development	1,500.00	164.08	-	1,335.92
3. Investment in Subsidiary	500.00	Nil	-	500.00
4. Funding inorganic growth through unidentified acquisitions and other strategic initiatives and general corporate purposes	2,569.45	70.75	-	2,498.70
5. Issue Expenses	2,117.15	2,110.91	(1,140.22)	1,146.46
Total	8,468.60	2,674.70	(1,140.22)	6,934.12

*the unutilized amount of the IPO proceeds are invested in the FDs and Bank.

*During the previous year, the Company had inadvertently considered gross issue expenses, including

expenses attributable to the OFS portion, against Securities Premium instead of net issue expenses attributable to the Company. The amount attributable to the OFS portion was subsequently recovered from the respective selling shareholders during the current year and the Securities Premium balance has been restored to that extent. Further, the Company is in the process of modifying the relevant object clause in relation to the utilization of IPO proceeds, which is proposed to be considered in the forthcoming Board Meeting and Shareholders Meeting.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition

During the year under review, the Board of the Company is properly constituted. As on March 31, 2026 your Companys Board had 6 (six) directors comprising three Executive Directors and three Non- Executive Independent Directors including a Woman Director. As on March 31, 2026, the Board of the Company consists of the following directors:

Name of the Director	DIN	Designation
Mr. Mukul Gupta	05298689	Chairman cum Managing Director and CEO
Mr. Vipul Gupta	05298174	Executive Director
Mrs. Herprit Gupta	07034437	Executive Director
Mr. Shounak Mitra	07762047	Independent Director
Mrs. Neha Nimesh Shah	08014722	Independent Director
Mr. Vikas Sethia	06665484	Independent Director

There were no changes in Directorship during the year.

Change in Designation

During the year under review, there were no Changes in Designation of any Director of the company. Key Managerial Personnel

As on March 31, 2026, the following person are designated as Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Mukul Gupta, Managing Director & Chief Executive Officer (CEO);

2. Mr. Sanket Harlalka, Chief Financial Officer (CFO); and

3. Mrs. Sikha Banka, Company Secretary (CS) and Compliance Officer.

Changes in Key Managerial Personnel (KMPs)

Resignation of Ms. Priya Jhunjhunwala, as the Company Secretary & Compliance Officer of the Company w.e.f. May 12, 2025.

Appointment of Mrs. Sikha Banka as the Company Secretary & Compliance Officer of the Company w.e.f. May 14, 2025 pursuant to the provisions of Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Director retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Vipul Gupta, (DIN: 05298174) Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as Executive Director. The Board of Directors of your Company recommends the above re-appointment of Mr. Vipul Gupta, Executive Director of the Company. Information regarding the aforementioned Director seeking re-appointment as required in Secretarial Standards-2 on General Meetings is given in the Notice convening the ensuing AGM to be held in 2026.

Senior Managerial Personnel

Sr. No Name of the SMP	Designation
1. Mr. Anindya Mukherjee	Director of Operations
2. Mr. Subhrajit Das	Director of HR and Compliance
3. Mr. Pushpal Mazumder	Chief Technology Officer
4. Mr. Subhankar Mukherjee	Director of Sales

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors as required under Section 149(7) of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and that of LODR Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

10. BOARD EVALUATION

The Board has adopted a process for evaluating the performance of the Board, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the year ended March 31, 2026. As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The Board carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation of the Board and its committees was carried out by seeking feedback from the Directors through a structured questionnaire designed to assess key areas of performance and effectiveness.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairperson of the NRC and then discussed the same at the meetings of the NRC and Board respectively. The performance evaluation of Non-Independent Directors, Chairman of the Board and the Board as a whole was carried out by the Independent Directors at their separate meeting.

11. BOARD MEETING

The Board of Directors of the Company met 4 (four) times during the year i.e., May 14, 2025, August 28, 2025, November 11, 2025, and March 9, 2026. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Act and SEBI Listing Regulations.

The attendance of the Directors during the Board Meeting for FY 2025-26 are as follows:

Sr. No. Name of Director	No. of Meetings held	No. of Meetings attended
1. Mr. Mukul Gupta	4	4
2. Mr. Vipul Gupta	4	4
3. Mrs. Herprit Gupta	4	3
4. Mr. Shounak Mitra	4	3
5. Mr. Vikas Sethia	4	4
6. Mrs. Neha Nimesh Shah	4	3

During the year under review, a separate meeting of the Independent Directors was held on February 20, 2026, without the presence of Non-Independent Directors and members of the management.

12. GENERAL MEETING

During the year under review, the Annual General Meeting of the Company was held on September 29, 2025. There was no Extraordinary general meeting held during the period under review.

13. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Board has the following (4) four committees as on March 31, 2026.

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Corporate Social Responsibility Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR)

Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) (POSH) Act, 2013.

The details of composition, terms of reference of each Committee and the meetings held during the year are provided under the respective heading.

(A) Audit Committee

The composition of the Audit Committee is in accordance with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as well as Section 177 of the Companies Act, 2013.

All the members of the Audit Committee are financially literate and possess requisite qualifications. The Chief Financial Officer of the Company attends the Meeting of the Audit Committee as invitee, as and when required.

The terms of reference of the Audit Committee are as set out in conformity with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act,

2013.

During the financial year 2025-26, the Audit Committee met 2 (two) times in compliance with the various provisions of the Act/Listing Regulations. All the recommendations made by the Audit Committee during the year under review were duly accepted by the Board.

The composition of the Audit Committee as on March 31, 2026 and attendance during the FY 2025-26 are hereunder:

Name of the Committee Members	Category	Position in the Committee	No. of Meeting held	No. of Meetings attended
Mr. Vikas Sethia	Independent Director	Chairman	2	2
Mr. Vipul Gupta	Executive Director	Member	2	2
Mr. Shounak Mitra	Independent Director	Member	2	1

TERMS OF REFERENCE OF THE AUDIT COMMITTEE:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

ii. review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. examination of the financial statement and the auditors report thereon;

iv. approval or any subsequent modification of transactions of the company with related parties;

v. scrutiny of inter-corporate loans and investments;

vi. valuation of undertakings or assets of the company, wherever it is necessary;

vii. evaluation of internal financial controls and risk management systems;

viii. monitoring the end use of funds raised through public offers and related matters;

ix. oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

x. recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

xi. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

xii. reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

changes, if any, in accounting policies and practices and reasons for the same;

major accounting entries involving estimates based on the exercise of judgment by management;

significant adjustments made in the financial statements arising out of audit findings; compliance with listing and other legal requirements relating to financial statements; disclosure of any related party transactions; modified opinion(s) in the draft audit report;

xiii. reviewing, with the management, the half yearly financial statements before submission to the board for approval;

xiv. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

xv. reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

xvi. approval or any subsequent modification of transactions of the listed entity with related parties;

xvii. scrutiny of inter-corporate loans and investments;

xviii. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xix. evaluation of internal financial controls and risk management systems;

xx. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

xxi. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

xxii. discussion with internal auditors of any significant findings and follow up there on;

xxiii. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

xxiv. discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

xxv. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

xxvi. to review the functioning of the whistle blower mechanism;

xxvii. approval of appointment of the chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

xxviiijcarrying out any other function as is mentioned in the terms of reference of the audit committee.

The Audit Committee shall mandatorily review the following information:

i. management discussion and analysis of financial condition and results of operations;

ii. statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii. management letters / letters of internal control weaknesses issued by the statutory auditors;

iv. internal audit reports relating to internal control weaknesses; and

v. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

vi. statement of deviations:

half-yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to the stock exchange(s) in terms of Regulation 32(1).

annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

(b) Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee is in accordance with the provisions

of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as well as Section 178

of the Companies Act, 2013.

During the financial year 2025-26, the Nomination and Remuneration Committee met 2 (two) times.

The composition of the Nomination and Remuneration Committee as on March 31, 2026 and attendance during the FY 2025-26 are hereunder:

Name of the Committee Members	Category	Position in the Committee	No. of Meetings held	No. of Meetings attended
Mrs. Neha Nimesh Shah	Independent Director	Chairperson	2	2
Mr. Shounak Mitra	Independent Director	Member	2	1
Mr. Vikas Sethia	Independent Director	Member	2	2

Terms of Reference of the Nomination and Remuneration Committee:

i. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

ii. for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

(a) use the services of an external agencies, if required;

(b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

(c) consider the time commitments of the candidates.

iii. formulation of criteria for evaluation of performance of independent directors and the board of directors;

iv. devising a policy on diversity of board of directors;

v. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

vi. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

vii. recommend to the board, all remuneration, in whatever form, payable to senior management;

viii. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 or the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent each is applicable; or

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003;

ix. evaluating the performance of the independent directors and on the basis of their performance evaluation recommending the Board of Directors and the members of the Company to extend or continue the term of appointment of the independent director; and

x. performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

(c) Stakeholders Relationship Committee

The composition of the Stakeholders Relationship Committee is in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the financial year 2025-26, the Stakeholders Relationship Committee met once.

The composition of the Stakeholders Relationship Committee as on March 31, 2026 and attendance during the FY 2025-26 are hereunder:

Name of the Committee Members	Category	Position in the Committee	No. of Meetings held	No. of Meetings attended
Mrs. Neha Nimesh Shah	Independent Director	Chairperson	1	1
Mr. Mukul Gupta	Chairman, Managing Director & CEO	Member	1	0
Mr. Vipul Gupta	Executive Director	Member	1	1

Terms of Reference of the Stakeholders Relationship Committee:

i. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

ii. Review of measures taken for effective exercise of voting rights by shareholders.

iii. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

iv. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory

notices by the shareholders of the company.

v. Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from time to time.

(d) Corporate Social Responsibility Committee

The Company has constituted a Corporate Social Responsibility Committee pursuant to provisions of Section 135 of the Companies Act, 2013.

During the financial year 2025-26, the Corporate Social Responsibility Committee met once.

The composition of the Corporate Social Responsibility Committee as on March 31, 2026, and attendance during the FY 2025-26 are hereunder:

Name of the Committee Members	Category	Position in the Committee	No. of Meetings held	No. of Meetings attended
Mr. Vikas Sethia	Independent Director	Chairman	1	1
Mr. Mukul Gupta	Chairman, Managing Director & CEO	Member	1	0
Mr. Vipul Gupta	Executive Director	Member	1	1

14. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the

Companies Act, 2013, states that:

(a) In the preparation of the annual accounts for the year ended March 31, 2026, 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 were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026 and of the profit 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 for the year ended March 31, 2026 on a going concern basis.

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

15. DETAILS WITH RESPECT TO ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Financial Control System that commensurate with the size, scale and complexity of its operations. The Company is equipped with a proper and adequate system of internal controls for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate internal financial control system which ensures that all of its assets are safeguarded and protected against loss from unauthorized use or disposition, and transactions are authorized, recorded, and reported correctly.

16. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There were no significant & material orders passed by the regulators, courts, tribunals impacting the going concern status and Companys operation in future.

17. AUDITORS

i. Statutory Auditors

M/s. Satyanarayan Goyal & Co LLP, Chartered Accountants, (FRN 006636C/C400333) were appointed as the Statutory Auditors of the company at the 12^th Annual General Meeting of the Company held on September 9, 2024 i.e. from the conclusion of the said 12th Annual General Meeting till the conclusion of the 16^th Annual General Meeting of the Company to be held for the financial year ending March 31, 2028..

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in the Audit Report on the Standalone and Consolidated Financial Statements of the Company for the financial year 2025-26.

The Audit Report on the Standalone and Consolidated Financial Statements for financial year 2025-26, issued by the Statutory Auditors of the Company, forms part of this Annual Report.

ii. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Prateek Kohli & Associates., Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2025-26.

There are no observations, reservations, qualifications or adverse remarks or disclaimer made by the

Secretarial Auditor in the aforesaid Reports.

The Secretarial Audit Report for financial year 2025-26 is annexed as "Annexure B" to this report,

iii. Internal Auditor

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, Mr. Ankur Poddar Proprietor of M/s. Ankur Poddar and Associates., Chartered Accountants, (FRN: 064630) has been appointed as an Internal Auditor of the Company for the Financial Year 2025-26.

Internal Audit of the records of the Company has been undertaken by M/s. Ankur Poddar and Associates for the year ended March 31, 2026. The Internal Audit Report does not contain any qualifications, reservations or adverse remarks.

18. FRAUD REPORTING

During the financial year under review, there have been no instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

19. MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 is not applicable for the business activities of the Company.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

21. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft annual return for the financial year ended March 31. 2026 is unloaded on the ComDanvs website at https://www.capitalnumbers.com/investors/investors-pdf/annual-return/ Annual_Return_FY_2025-2026.pdf.

22. REMUNERATION POLICY

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating therein the Companys policy on Directors, Key Managerial Personnel and employees in senior management appointment and remuneration by the Nomination & Remuneration Committee and approved by the Board of Directors. The said policy may be referred at the Companys official website: ‘www.capitalnumbers.com.

23. PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

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 during FY 2025-26.

There are no pending complaints either at the beginning or at the end of the Financial Year. The following is the summary of the complaints received and disposed off during FY 2025-26:

No. of complaints filed during the financial year	No. of complaints disposed of during the financial year	No. of Complaints pending as on end of the financial year
NIL	NIL	NIL

24. CORPORATE GOVERNANCE

In terms of Reg 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 companies which have listed their specified securities on SME Platform are exempted from compliance with corporate governance provisions. Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE Ltd, the Company is exempted from compliance with Corporate Governance requirements, and accordingly, the reporting requirements are not applicable to the Company.

25. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report is annexed as "Annexure - F".

26. RISK MANAGEMENT

The Board has adopted a risk management policy whereby a proper framework is set up to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. This framework seeks to ensure sustainability business growth with stability and to promote a proactive approach in reporting, evaluating, and resolving risk associated with the business.

The Company is prone to certain inherent business risks. This document is intended to formalize a Risk Management Policy, the objective of which shall be identification, evaluation, monitoring and minimization of identifiable risks. This policy is mandatory to inform the Board of Directors about risk assessments and its minimization procedures. Considering these risks the Board has framed and implemented the Risk Management Plan for the Company to the extent it was possible, feasible and practical. The said policy may be referred to at the Companys official website: ‘www.capitalnumbers.com.

The formation of the Risk Management Committee is not applicable to the Company as the requirement

is applicable to only top 1000 listed entities on BSE Ltd as per Regulation 21 of SEBI (LODR) Regulations, 2015.

27. VIGIL MECHANISM / WHISTLE - BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. Employees are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct to the Chairman of the Audit Committee to enable taking prompt corrective action, wherever necessary. The said policy may be referred to at the Companys official website: ‘www.capitalnumbers.com.

28. DEPOSITS

During the year under review, your company has not accepted any deposits pursuant to the provisions of Section 73 to 76 of the Companies Act, 2013.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year ended March 31, 2026, the company has complied with the provisions of section 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable. The details of the investment made by the Company is disclosed in the Notes on Accounts of the Financial Statements for the year ended March 31, 2026.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, as required. The details of the related party transactions as required are set out in Note to the financial statements forming part of this Annual Report.

31. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure - D" and forms part of this Report.

There are no employees employed throughout the financial year, and in receipt of remuneration of Rupees One crore and two lakh rupees or more, or employed for part of the financial year, and in receipt of remuneration of Rupees Eight lakh and fifty thousand rupees per month or more, or employed

throughout the financial year or part thereof, and is in receipt of remuneration in the financial year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details of activities in the nature of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo are as under:

A. Conservation of Energy

i. the steps taken or impact on conservation of energy - The company operations involve low energy consumption. However, efforts are made to conserve energy by using energy-efficient LED lighting, optimizing server usage, and deploying star-rated electrical equipment.

ii. the steps taken by the company for utilising alternate sources of energy - NA

iii. the capital investment on energy conservation equipments - NA

B. Technology Absorption

i. the efforts made towards technology absorption - The company actively absorbs and implements the latest technology frameworks, programming languages, and cloud systems to deliver efficient software solutions.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: The Company has largely built its tools and platforms indigenously, leading to increased efficiency, better performance and a wider range of products.

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Nil

(a) the details of technology imported -NA

(b) the year of import - NA

(c) whether the technology been fully absorbed - NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and - NA

(e) the expenditure incurred on Research and Development - NA

C. Foreign Exchange Earnings and Outgo

During the year, the total foreign exchange used was T 767.49 Lacs and the total foreign exchange earned was ^ 9,458.69 Lacs.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company has framed the Corporate Social Responsibility Policy in terms of provisions of Section 135(1) of the Companies Act, 2013. The Committee indicates the activities to be undertaken by the Company, recommends the amount of expenditure to be incurred on the activities and monitors the Corporate Social Responsibility Policy of the Company from time to time.

In terms of Section 135(5) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was required to spend an amount of ^ 61.39 Lacs being 2% (two percent) of the average net profit of the Company made during the three immediately preceding financial years. During the financial year ended March 31, 2026, the Company spent K 62.11 Lacs.

The Companys CSR Policy Statement, the CSR initiatives undertaken during the financial year 2025- 2026 and the Annual Report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in "Annexure - A" to this Report.

The said policy may be referred to at the Companys official website: ‘www.capitalnumbers.com.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Reporting (BRSR) describing the initiatives taken by the company from an environmental, social and governance perspective is not applicable to your company as per the exemptions provided under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

35. SHARE CAPITAL

During the FY 2025-26, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company is ^ 25,00,00,000/- (Rupees Twenty Five Crores) divided into 2,50,00,000 Equity Shares of ^ 10/- each..and

There has been no change in the Paid-Up Capital of the Company as on March 31, 2026. The Paid-up Share Capital of the Company is ^24,42,69,900/- (Twenty Four Crores Forty Two Lacs Sixty Nine Thousand and Nine Hundred) divided into 2,44,26,990 Fully Paid-up Equity Shares of ^ 10/- each.

36. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

No Funds or shares were required to be transferred to Investor Education and Protection Fund during the year under review.

37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has adopted a framework, duly approved by the Board of Directors for Familiarization Programmes for Independent Directors. The objective of the framework is to ensure that the

Independent Directors have a greater insight into the business of the Company, that would enable them to contribute more effectively in decision making.

38. WEBSITE OF THE COMPANY

The Company maintains a functional website ‘www.capitalnumbers.com where detailed information about the Company and its products are provided.

39. CERTIFICATE OF PRACTICING COMPANY SECRETARY

The Company has obtained a certificate from M/s. Prateek Kohli & Associates, Practicing Company Secretaries, stating that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed / continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory authority, under "Annexure- G".

40. LISTING FEES

The Company has paid the annual listing fees to BSE Limited for the year 2026-27.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no such instances and no settlements have been done with banks or financial institutions.

43. MATERNITY BENEFIT ACT, 1961

It has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including all applicable obligations relating to maternity benefits for eligible employees..

44. MD AND CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2025-26. The certificate received from CFO is attached herewith as per "Annexure -E".

45. CHANGE IN NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company.

46. NEW LABOUR CODES

The Government of India has enacted four labour codes—namely, the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 which consolidated and rationalized 29 central labor laws. The Company is in compliance with the above-mentioned codes to the extent it is applicable on it.

47. APPRECIATION AND ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation to all the CN-Employees and acknowledge with gratitude for the efforts made by them. The board immensely thanks all the Departments of Central and State Governments, Tax Authorities, Banks, Ministry of Corporate Affairs, Securities and Exchange Board of India, BSE Limited (BSE) and other governmental bodies and look forward to their continued support in near future. The board also places on record a deep sense of appreciation and co-operation extended by bankers, shareholders, investors and all other stakeholders, other bodies or agencies for their continued and consistent support to the company during the year.