Capitalnumbers Infotech Ltd Directors Report

To The Members

CapitalNumbers Infotech Limited

Your directors take pleasure in presenting the Thirteenth (13th) Annual Report on the business and operations of your Company, along with the audited financial statements for the Financial Year ended 31 March, 2025. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required in the report.

1. Summary of Financial Results

	Standalone Financials		Consolidated Financial
Particulars	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from operations	9,972.52	9,819.09	9,972.90	9,817.21
Other Income	596.48	205.66	595.51	221.59
Total Income	10,569.00	10,024.75	10,568.41	10,038.80
Less: Expenditure	7,013.53	6,409.98	6,999.68	6,391.53
Profit before Interest, Depreciation and Tax	3,555.47	3,614.77	3,568.73	3,647.27
Less: Interest	7.03	17.29	10.29	18.63
Less: Depreciation & Amortisation expense	151.71	148.66	151.71	148.66
Add: Prior period item (Net)	-	24.63	-	24.63
Profit before Tax (PBT)	3,396.73	3,473.45	3,406.73	3,504.61
Less: Tax Expense:
Current Tax	836.85	888.72	842.06	898.57
Tax Expense of Earlier Years	(0.05)	(2.20)	0.74	2.13
Deferred Tax Expenses/ (Credit)	(15.71)	(9.16)	(15.71)	(9.16)
Profit after Tax (PAT)	2,575.64	2,596.09	2,579.64	2,613.07

2. STATE OF AFFAIRS OF THE COMPANY

Standalone Financial Highlights

On a standalone basis, your Company reported a Revenue from Operations of E 9,972.52 Lacs for financial year 2024-25, delivering a growth of 1.56% for the year. The Net Profit after Tax stood at E 2,575.64 maintaining similar levels to FY 2023-24.

Consolidated Financial Highlights

For the financial year 2024-25, your Company reported revenue from operations of E 9,972.90 Lacs, representing a 1.59% growth over the previous year. The Net Profit After Tax stood at E 2,579.64 Lacs maintaining similar levels to FY 2023-24.

3. DIVIDEND

The Board of Directors of the Company have not declared any Dividend for the financial year ended March 31, 2025, in view of ploughing back the profits in the company and improving the health of the Financial Statements of the Company.

4. TRANSFER TO RESERVES

The Board of Directors are pleased to recommend a transfer of E 2,575.64 to the Reserves of the Company for the year ended March 31, 2025. This transfer is aimed at strengthening the Companys financial position, providing a cushion for future growth initiatives, and ensuring compliance with regulatory requirements.

5. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY

As on March 31, 2025, the Company has 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. Capital Numbers Australia Pty. Ltd., Subsidiary of CapitalNumbers Infotech Limited was wound up during the year ended March 31,2025.

The 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 the office hours on all working days and during the Annual General Meeting.

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

(a) Conversion from Private Limited to Public Limited

The Company was converted from Private Limited Company to Public Limited Company w.e.f. 5th April, 2024,

vide "Certificate of Incorporation consequent upon conversion to Public Company" issued by Registrar of Companies (Central Processing Centre) dated 18th June, 2024.

(b) Filing of Draft Red Herring Prospectus (DHRP)

The Company approved its Draft Red Herring Prospectus (DRHP) for filing on the SME Platform of BSE Ltd on June 27, 2024. Subsequently, the DRHP was filed on July 8, 2024. The DRHP received approval from the SME Platform of BSE Ltd on December 18,2024.

The Company filed its Red Herring Prospectus on January 13, 2025, and the final Prospectus was filed on January 23,2025. The equity shares of the Company were listed on the SME Platform of BSE Ltd on January 27,2025.

7. INITIAL PUBLIC OFFERING

During the financial year 2024-25, the Company successfully completed its Initial Public Offering (IPO) and was listed on the SME Platform of BSE ltd on 27th January, 2025.

As of March 31, 2025, the Company has utilized the IPO proceeds in accordance with the objectives stated in the Prospectus dated 13th January, 2025. The details of the utilization are as follows:

Original Object	Original Allocation (? in Lacs)	Utilized (? in Lacs)	Balance (f in Lacs)
1. Technical Advancement of Leading- edge Technology	1,782.00	12.76	1,769.24
2. Increase in Spending on Business Development	1,500.00	106.98	1,393.02
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	Nil	2,569.45
5. Issue Expenses	2,117.15	2,104.68	12.47

*the unutilized amount is deposited into Fixed deposits by the Company.

8. DIRECTORS

Composition

During the year under review, the Board of the Company is properly constituted. As on 31st March, 2025 your Companys Board had six (6) directors comprising three Executive Directors and three Non-Executive Independent Directors including a Woman Director. As of 31st March, 2025, the Board of the Company consists of the following directors:

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

There were no changes in Directorship during the year.

Change in Designation

During the year under review, there was no Change in Designation of any Director or Key Managerial Personnel in the company.

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, Mrs. Herprit Gupta, (DIN: 07034437) Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment as Executive Director. The Board of Directors of your Company recommends the above reappointment of Mrs. Herprit 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 2025.

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, 2025. 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 NonIndependent 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 Chairman 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. KEY MANAGERIAL PERSONNEL

As on 31st March 2025, the following person are designated as Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 2(5l) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Mukul Gupta, Managing Director & CEO;

2. Mr. Sanket Harlalka, Chief Financial Officer; and

3. Ms. Priya Jhunjhunwala, Company Secretary and Compliance Officer.

Changes in KMPs

During the year under review, there were no changes in the Key Managerial Personnel (KMPs) of the Company.

Ms. Priya Jhunjhunwala, resigned from the office of Company Secretary and Compliance Officer with effect from close of business hours on May 12,2025.

The Board of Directors, at its meeting held on May 14, 2025, based on the recommendation of the Nomination and Remuneration Committee (NRC), approved the appointment of Mrs. Sikha Banka as the Company Secretary and Compliance Officer of the Company with effect from May 14, 2025, in view of the resignation of Ms. Priya Jhunjhunwala.

The Board places on record its appreciation for the valuable services rendered by Ms. Priya Jhunjhunwala during her association with the Company.

Senior Managerial Person

Name of the SMP	Designation
Mr. Anindya Mukherjee	Director of Operations
Mr. Subhrajit Das	Director of HR and Compliance
Mr. Pushpal Mazumder	Chief Technology Officer
Mr. Abhideep Bhattacharjee	Head of Alliances
Mr. Subhankar Mukherjee	Director of Sales

12. BOARD MEETING

The Board of Directors of the Company met seven (7) times during the year i.e., on June 24, 2024, June 27, 2024, September 02, 2024, December 11, 2024, January 13, 2025, January 17, 2025 and January 23, 2025. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Act and SEBI Listing Regulations.

Attendance of the Directors during the Board Meeting for FY 2024-25 are as follows:

Name of Director	No. of Board Meetings Held	No. of Board Meeting attended during the year
1. Mr. Mukul Gupta	7	7
2. Mr. Vipul Gupta	7	7
3. Mrs. Herprit Gupta	7	4
4. Mr. Shounak Mitra	7	6
5. Mr. Vikas Sethia	7	4
6. Mrs. Neha Nimesh Shah	7	6

During the year under review, a separate meeting of the Independent Directors was held on January 27,2025, without the presence of Non-Independent Directors and members of the management.

13. GENERAL MEETING

During the year under review, the Company convened the following General Meetings:

Financial Year	Type of Meeting	Date	Venue
2024-25	Extra-Ordinary General Meeting	5th April, 2024	Mani Casadona IT Building, 8th Floor, 8E4, East Tower, Plot 2 F/4, Action Area 1,2F, Newtown, New Town, North 24 Parganas, New Town, West Bengal, India, 700156
2024-25	Extra-Ordinary General Meeting	25th June, 2024	Mani Casadona IT Building, 8th Floor, 8E4, East Tower, Plot 2 F/4, Action Area 1,2F, Newtown, New Town, North 24 Parganas, New Town, West Bengal, India, 700156
2024-25	Annual General Meeting	9th September, 2024	Mani Casadona IT Building, 8th Floor, 8E4, East Tower, Plot 2 F/4, Action Area 1,2F, Newtown, New Town, North 24 Parganas, New Town, West Bengal, India, 700156

14. COMMITTEES OF THE BOARD

As on 31st March, 2025, the Board has the following Committees, namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. 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 Audit Committee of the Board of Directors was constituted in conformity with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as well as Section 177 of the Companies Act, 2013. 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 year, the committee met four times. The composition of the Audit Committee as at March 31, 2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of the Director	Category	Designation	No. of Meetings held	No. of meetings attended
Mr. Vikas Sethia	Independent Director	Chairman	4	3
Mr. Vipul Gupta	Executive Director	Member	4	4
Mr. Shounak Mitra	Independent Director	Member	4	3

The Statutory Auditors and Chief Financial Officer are invited to attend the meetings of the Audit Committee. The Company Secretary acts as the Secretary to the Committee.

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;

xxviii. carrying out any other function as is mentioned in the terms of 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 stock exchange(s) in terms of Regulation 32(l).

? 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 Nomination and Remuneration Committee of the Board of Directors is in conformity with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as well as Section 178 of the Companies Act, 2013. During the year, the committee met two times. The composition of the Nomination and Remuneration Committee as at March 31,2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of the Director	Category	Designation	No. of Meetings held	No. of meetings attended
Mrs. Neha Nimesh Shah	Independent Director	Chairman	2	2
Mr. Shounak Mitra	Independent Director	Member	2	2
Mr. Vikas Sethia	Independent Director	Member	2	2

The Chief Financial Officer is invited to attend the meetings of the Nomination and Remuneration Committee. The Company Secretary acts as the Secretary to the Committee.

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 Company has constituted a Stakeholders Relationship Committee pursuant to provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31,2025 and details of the Members participation at the Meetings of the Committee are as under:

Name of the Director	Category	Designation	No. of Meetings held	No. of meetings attended
Mrs. Neha Nimesh Shah	Independent Director	Chairman	1	1
Mr. Mukul Gupta	Chairman, Managing Director & CEO	Member	1	1
Mr. Vipul Gupta	Executive Director	Member	1	1

The Chief Financial Officer is invited to attend the meetings of the Stakeholders Relationship Committee. The Company Secretary acts as the Secretary to the Committee.

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

During the year, the committee met once with full attendance of all the members. The composition of the Corporate Social Responsibility Committee as of March 31,2025, and details of the Members participation at the Meetings of the Committee are as under:

Name of the Director	Category	Designation	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	1
Mr. Vipul Gupta	Executive Director	Member	1	1

The Chief Financial Officer is invited to attend the meetings of the Corporate Social Responsibility Committee.

The Company Secretary acts as the Secretary to the Committee.

15. 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, 2025, 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 at 31st March, 2025 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 31st March, 2025 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.

16. 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. Independence of the audit and compliance is ensured by direct reporting of the Internal Audit Team to the Audit Committee of the Board.

17. 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.

18. AUDITORS

i. Statutory Auditors

M/s. Satyanarayan Goyal & Co LLP, Chartered Accountants, (FRN 006636C/C400333) were appointed as the Statutory Auditors of the company for the financial year 2023-24 under Section 139(8) of the Companies Act,

2013, to fill up the casual vacancy caused due to resignation of M/s. Bavishi & Bavishi Associates, Chartered Accountant (FRN 322504E).

As required by Section 139(8) of the Companies Act, 2013, the appointment shall also be approved at a general meeting of the Company. Accordingly, the Members of the Company at the Extra Ordinary General Meeting (egm) of the Company held on 5th April, 2024 had duly appointed M/s. Satyanarayan Goyal & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company for the Financial Year 2023-24, in order to fill the casual vacancy, to hold office from the conclusion of the said EGM till the conclusion of the next AGM of the Company to be held in the calendar year 2024.

In view of the above, Re-appointment of m/s. Satyanarayan Goyal & Co LLP, Chartered Accountants, Statutory Auditors of the Company were approved for a period of four years i.e. from the conclusion of 12th Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held in the year 2028 on remuneration as decided by the Board of Directors of the Company.

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 2024-25.

The Audit Report on the Standalone and Consolidated Financial Statements for financial year 2024 -25, 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 (Certificate of Practice: 16457), to undertake the Secretarial Audit of the Company for the financial year 2024-25.

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 2024-25 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) have been appointed as an Internal Auditor of the Company for the Financial Year 2024-25. Internal Audit of the records of the Company has been undertaken by M/s. Ankur Poddar and Associates for the year ended 31st March, 2025. The Internal Audit Report does not contain any qualifications, reservations or adverse remarks.

19. 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.

20. MAINTENANCE OF COST RECORDS

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

21. COMPLIANCE WITH SECRETARIAL STANDARD

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 (iCSl).

22. 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 31st March, 2025 is uploaded on the Companys website at https://www.capitalnumbers.com/investors/annual-return.php.

23. 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 to at the Companys official website:

https://www.capitalnumbers.com/investors-pdf/code-policy/Nomination_and_Remuneration_policy.pdf.

24. 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 2024-25.

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 2024-25:

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

25. 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.

26. 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".

27. 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 at the Companys official website:

https://www.capitalnumbers.com/investors-pdf/code-policy/Risk_Management_Policy.pdf.

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.

28. 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 Audit Committee to enable taking prompt corrective action, wherever necessary. The said policy may be referred to at the Companys official website: https://www.capitalnumbers.com/investors-pdf/code-policy/Whistle_Blower_Policy.pdf.

29. 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.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year ended 31st March, 2025, 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 loan and guarantee given and investment made by the Company is disclosed in the Notes on Accounts of the Financial Statements for the year ended March 31,2025.

31. 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, if 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.

32. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(l) 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 Lacs rupees or more, or employed for part of the financial year and in receipt of Rupees Eight Lacs 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 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.

33. 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

The details of conservation of energy are not applicable to the company, hence not furnished.

B. Technology Absorption

The details of technology absorption are not applicable to the company, hence not furnished.

C. Foreign Exchange Earnings and Outgo

During the year, the total foreign exchange used was if 529.87 Lacs and the total foreign exchange earned was if 9,500.67 Lacs.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company has framed the Corporate Social Responsibility Policy in terms of provisions of Section 135(l) 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 If 52.89 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 31st March, 2025, the Company has spent if 53.81 Lacs.

The Companys CSR Policy Statement, the CSR initiatives undertaken during the financial year 2024-2025 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 https://www.capitalnumbers.com/ investors-pdf/code-policy/Policy_on_Corporate_Social_Responsibility.pdf.

35. 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.

36. SHARE CAPITAL

The Authorized Share Capital of the Company stood atE 25,00,00,000 divided into 2,50,00,000 Equity Shares ofE 10 each as on 31st March, 2025. There were no changes in Authorized Capital during the year under review.

The Paid-up Share Capital of the Company stood at E 21,20,69,900 divided into 2,12,06,990 Fully Paid-up Equity Shares ofE 10 each at the beginning of the year.

During the year, the company issued 32,20,000 equity shares of E 10 each at a premium of E 253 each as fresh issue and 32,20,000 equity shares of E 10 each at a premium of E 253 each as offer for sale by way of public issue.

The Company has allotted 32,20,000 equity shares through Public Issue dated January 23, 2025. The Board of Directors in its meeting held on January 23, 2025 approved the allotment of 32,20,000 equity Shares of E 10 each at a premium of E 253 each amounting to E 84,68,60,000.

The Issued, Paid up and subscribed capital of the Company stood at E 24,42,69,900 divided into 2,44,26,990 Equity Shares of the Face value of E10 each.

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

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to the Investor Education and Protection Fund (lEPF).

38. 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.

39. WEBSITE OF THE COMPANY

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

40. LISTING WITH STOCK EXCHANGES

The Equity shares of the Company got listed on the SME Platform of the BSE Limited on 27th January, 2025.

41. CERTIFICATE OF PRACTICING COMPANY SECRETARY

The Company has obtained a certificate from M/s. Prateek Kohli & Associates, Practicing Company Secretary, Kolkata 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".

42. LISTING FEES

The equity shares of the Company got listed on the SME Platform of the BSE Limited on 27th January, 2025 and the Company has paid the applicable Listing Fees to BSE Limited for the year 2025-26.

43. 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.

44. 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.

45. MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961.

46. 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 2024-25. The certificate received from CFO is attached herewith as per "Annexure - E".

47. CHANGE IN NATURE OF BUSINESS

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

48. 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.

	For and on behalf of the Board
	Mukul Gupta	Vipul Gupta
Place: Kolkata	Managing Director & CEO	Executive Director
Date: 28.08.2025	DIN: 05298689	DIN: 05298174