CapitalNumbers Infotech Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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 (_{5 in Lacs})

	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)	05.71)	(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 Company''s 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 Company''s 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 (? 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
Company''s 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 re¬
appointment as Executive Director. The Board of Directors of your Company recommends the above re¬
appointment 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 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 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(51) 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

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. Abhideep Bhattacharjee	Head of Alliances
5.	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:

Sr. No.	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 Mr. Vikas Sethia	Category Independent Director	Designation Chairman	No. of Meetings held 4	No. of meetings attended 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 auditor''s 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 entity''s 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 auditor''s report thereon before
submission to the board for approval, with particular reference to:

• matters required to be included in the director''s responsibility statement to be included in the board''s
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 auditor''s 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	l
Mr. Mukul Gupta	Chairman, Managing Director & CEO	Member	1	l
Mr. Vipul Gupta	Executive Director	Member	1	l

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. DIRECTOR''S 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 company''s 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 COMPANY''S OPERATION
IN FUTURE

There were no significant & material orders passed by the regulators, courts, tribunals impacting the going
concern status and Company''s 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 Company''s 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 Company''s 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 Company''s 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. MANAGEMENT S 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
Company''s 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 Company''s 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 arm''s 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 B. Technology Absorption C. Foreign Exchange Earnings and Outgo

The details of conservation of The details of technology During the year, the total foreign

energy are not applicable to absorption are not applicable exchange used was E 529.87 Lacs and

the company, hence not to the company, hence not the total foreign exchange earned was

furnished. furnished. E 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 E 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 E 53.81 Lacs.

The Company''s 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 Company''s 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 at E 25,00,00,000 divided into 2,50,00,000 Equity Shares of E
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 of E 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 E 10 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 _D|N; 05298689 _DI_N: 05298174

---

Mar 31, 2024

We are pleased to present the Annual Report of CapItaiNumoers Infotech Limited for the year ended March 31, 202*1 As we reflect an the past year, we are proud to highlignc the Company''s achievements, milestones, ana progress made towards our strategic objectives and the endeavors made by the Boaro of Directors towards enhancing the shareholders'' wealth ano to paramount the growth objectives of the Company 1 FINANCIAL RESULTS

Your Company has delivered a strong financial performance for the year ended March 31, 2024, marked by robust revenue growth, Improved profitability, and enhanced returns on Investment.

The financial performance or your Company for tne year ended March 31, 202a is summari/ed below:

(Amount in Lakhs;
	standalone		consolidated
Particular*	21)23-2024	2022-2023	2023-2024	2022-2023
lotal Income	11)024.75	¥317.23	10038.80	9197.99
Lev.: Total Expenses	6575 93	6956,47	6558.82	6927.61
Profit (Loss) before Taxation (?BTi	3473.45	2360.76	3504.61	2370.38
Less: l ax expense:
Current 1 ux	888.72	614.00	898.57	615.96
Tax Expense of Earlier Years	(2.20)	18.05	2.13	17.90
DcITered Tax Expenses (Crcdil)	(9.16)	(10.02)	(9.16.)	(10 02)
Profit t (Loss) cdlei Taxation ( PAD	2596.09	1738.73	2613.07	: 740.48

2- STATE OF COMPANY''S AFFAIRS

During the year revenue Increased to Rs. 10024.75 iakhs as compared to Rs. 9317.23 iakhs In the previous year depicting a growth of 7.59%. As ox March 31. 202*. CapiraiNumOers Infotecn Limited Criie Company’) nas maintained Its position as a leading arovidar of innovative IT solutions and services. The Company s affairs art stable, and it nas made significant progress in achieving its strategic oojectives

Business Performance:

During the year, the Company focusea on expanding Its product offerings, enhancing customer experience, and strengthening Its presence in Key markets. These efforts resulted In:

- Revenue growth of 7.59%

- Improved profitability, with <9.31% increase in net profit

3. CHANGE IN NATURE OF BUSINESS

There was no cnange in the nature of business being carried on oy the Company. However, the company nos diversified itself Into tne wioer erroa reiounj to Os Justness and existing product development line.

4. DIVIDEND

The Board of arectors of the Company nave not oeciareu any Dividend for tie financial year ended March 31. 2024 In view of ploughing oack tne profits In the company and improving the health of the Financial Statements of the Company.

5. TRANSFER TO RESERVES:

The aoaro of Directors are pieaseG co recommend a transfer of Rs. ........to the

Reserves of the Company for tne year ended March 31, 2024. This transfer .s aimed at strengthening the Company''s financial position, providing a cushion for fucjre growth initiatives, ana ensuring compliance with regulatory requirements

6. SHARE CAPITAL

The Company v»m a closely held company u* the stun of the financial year, it being a private limited company.

The Paid-up Share Capital of the Company stood at Rs • 0,84.000 divided into 1.08.401. Fully Paid-up Equity Shares if R*. 10 each ai me beginning of the year

The Bonn*, of Director ui their meeting held nn Cl*¹ Day m''Scptcmhe* ''O''? - iipjvriwetl the 3u> Back of upto 23.910 equity shares of the Company i c. upto 22.06% of the Equity Share Capital of the Company a: a price of Rs 6216 per shore. Hit same was approved at the General Meeting of the company by way of Special Resolution dated 15*° September 2023.

The company bought hack 23910 equity shares of the Company and the post cancellation of the shares of the company the Paid up capital stood ji Rs. 3.44.90U divided into 34.490 Equity Shores of the Company of the Face Value of Rs. 10 each.

The company issued sIwtcs to tts stinreholdcnr by capitalization of profits The- Board or Directors in it? meeting held on 18"¹ Match, 2024 allottee Bonus Shuro to its- existing shareholders In the ratio of 250 Fully Paul up Equity Shares of Ihc !«ec value ofRs 111 each for every 1 fully paid up Equity share of Rs. 10 held. The company olio tied by way of Bonus sliares 2.1 1.22.500 Fully Paid up Equity Shares of Rs. 10 each. The said Bonus issue of shares was upproved by the shareholder of the company by their resolution date;! 08^t,s February. 2024.

Pic Authorised Share Capital o! the Comoany was increased I''rorr- Ri 2.00,00.1101). R*. Two Crores i aivioedmio 20.00.000 Equity Shares orRs. 10 each to Rs 25.00.00.000 divided into 2.50,00,000 Equity Shares of Hr. H each Tnc said omendmem to the Mcnrnmiuluni or Association of the Company was approved by the Shareholders m theu meeting neid on OK⁰* Day of February. 2024.

The Issued. Paid up and subscribed capital of the Compuny stood at Rs. 21210,69,900 divided into 2,12.06,990 Equity Shares of the Face value of Rs. 10 each.

7. DEPOSITS

Under the pefbd of -evfew, your company hos not accepted any dooos/Ls witmn the meaning q? Section "3 o-'' :ne Companies Ac. 2012. consequent^. tnm- .ire no outstanding deposits tn terms of tne Companies (Acceptance of Depositsj Rules, 2014.

8. TRANSFER TO INVESTOR EDUCATION 8. PROTECTION FUND

Your Company is not required to transfer any amount in Investor Education & Protection Fund.

9. DETAILS OF SUBSIDIARY COMPANIES AND CONSOLIDATION OF FINANCIAL STATEMENTS

As on 31^M March, 2024. the Compeny Mas Two Foreign suosidiory companies - CAPITAL NUMBERS LLC in which your Company holds 10D% equity shares ard Capital numbers AUSTRALIA LTD in which your Compeny nolds 90% of ‘s eaulty sno-es In compliance with the provisions of the Companies Act. 2013 |as amended) (the ''Act") me accounts cf these entitles nave been merged with the company and tre company has prepared Standalone and Consolidated Financial Statements for the year ended 31.03.2024. Details of the subsidianes companies of your Company, m the prescribed Form AOC-1, is given In Annexure-A to this Report.

10-PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

During the financial year ended 31" March, 202* the Company has duiy compiled w»th all the provisicns of Section 186 of tne Companies Act, 2D13 and has taken ail the necessary approvals in respect of giving of loans, advances during the period under review The details of the loan and guarantee given by tne Company is disclosed In the Notes on Accounts or the Financial Statements for the year ended Morcn 31. 2024.

II.INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Comoany nas ar Intsma =|nancial Control System that commensurate «»Vi me sire, scale end complexity of its operations. Tne Company ts equipped with a proper and adequate system of Internal controls for ensuring the orderly ond efficient conduct of itr-bus/ness, including adherence to company''s policies^ safeguarding of its assets, prevention and -detection of frauds and errors, the accuracy and completeness of tne accounting records, and the tffnely preparation of reliable financial Information.

The Company has a well-placed, proper ano adequate internal financial control system winch ensures that all of Its sssbls are safeguarded and protected against loss from unauthorized use or disposition, and transactions arc authorise, recoroea, aria reported correctly. Independence of the audit and compliance is ensured by direct reporting oF Internal Audit Team to the Audit Committee of the Board.

12. MATERIAL CHANGES AND COMMITMENTS

Except those disclosed in :hl= Soar a Report, mere are no material changes arm commitments affecting dvc financial pualLkni between th*» ano of the hnandai year J.£. 31^c March 2024 and the date of this Report.

13. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE:

No Significant S material orders hoa oeen passed 0y the regulators, courts, tribunals impacting tne going concern status and Company''s operation in future.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

As on 01“ April, 2024 the Board of tha Company consisted of 2 Promoter Directors comprising of 2 Executive Directors.

The 8o3fd or Directors n their meeting held on 05*’ Day of February 2024 appointed Mr. Sanxet Hanalka as the Chief Financial officer of the Company,

The Board of Directors in their meeting held on IB¹" March 2024 appointed tne following (Directors and Key Managerial Personnel:

a. Mr. Shounak Mitre - Additional Nan-Executive Independent Director

b. Ms. Neha Nimesn Shan - aadittonal Nor.-Executive Independent Director

c. Mr. Vikas Sethis - Additional Non-Executive Independent Director

o. Ms. Prlya Ihunjhufiwala - Company Secretary (KMP)

The appointment of the Additional Directors was liable to confirmation ana regularization at the General Meeting of the Company.

The Board of Directors m tneir Meeting held on 18"'' March 2024 approved tne Change m Designation of Mr. Mukul Gupta as tne Cnairmar. cum Managing Dlrertcr (Nart-Sotabonali ano CEO of the Company subject tc regularization oy the members or the company.

The Board of Directors and Key Managerial Personnel of the Company os on 31.03.2024 were as follows:

Name qf this Director	PfiSlQpatfpq	BIN/PAM
Mr. Mukul Gupta?	Chairman cum Managing Director and CEO	05258689
Mr. Vipul Gupta	Executive Director	05298174
Mrs. Herprit GLpta	Executive Director	07034437
Mr. Shounak Micra*	Additional Independent Director	07762047
Ms. Mena Nimesb Shan*	Additional Independent Director	08014722
Mr. Vikash Setftia*	Additional Independent Director	06665484
Mr. Sonket Horalka	Chief Financial Officer	AB2PH2Q62H
Mrs. Priya Jhunjhunwaia	Company Secretary	BGJPJ216SB
-xarjuunsto as moefnwtcnt Directors in tfu* FQGN iUrr.ii a? 04.2Q2-* tApflctntmefn conHrmtd in Me BOGN italto 05,00024

Director retiring by rotation

Pursuant co the provisions of SttTlnn 149(13) of th« Companies Act. 2013 and Articles of Association of the Company all directors except Managing Directa* ana Oio Independent D rectors ore liable to oe retire by rotation. Mr, Vlpui Gupta and Mis. Herpric Gupta shall retire by rotation at the ensuing Annual General Meeting and being eligible offer tnemsa.f for me nj-appomtrnent. Information regarding aforementioned Director seeking re-appointment as reomrec .n Secretarial Standards-2 on General Meetings .= given in the Notice convening the ensuing AGM to be rieio in >024.

15. TRAINING AND FAMILIARIZATION PROGRAMME FOR DIRECTORS:

The 3oard members are provided with necessary documentaDons/brochures, report? and Internal policies to enable them to familiarize themselves with the Company''s procedure and proct''ces. the company has adopted familiarisation programme for independent directors with an aim to orov»de :o the independent director? Insight m their roles. rights, responsibilities in me company nature of the Industry in wmch tne company operates., business modai of the company, etc

16. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND INDIVIDUAL DIRECTORS

The Board shall carry out its evaluation m this caienaar /ear and the same shall oe recorded and maintained as per trie provisions of the Companies Act, 2013.

17.DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet me criteria of Independence as presenoeo unoc-r me Companies Act,2GI3 Tne Independent Directors hove also confirmed that they have register rhei* names in tne data Bank of Independent Director as being maintained by Inchon Institute of Corporate Affairs (UCA) in terms of tne Rule 6 ol the Companies (Appointment and Qualification of Directors) Rules, 2014 (os amended).

The Board of Directors confirm that tne Independent Directors appointed during the year also meet the criteria of expertise, experience and integrity in terms of Rule 6 of the Companies (Accounts) Rules, 2014 (as amended).

18.SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of Schedule IV of tne Companies Act, 2013, a separate meeting of the independent Directors of the Company will be held in this calendar year.

19.DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Soctlon ;34 (5) of the Companies Act. 2013, the directors would like to state that.

s.i :n tne preparation of the annual accounts for the year ended March 31, 202s. as per schedule III of the Act.

bj The directory nave selected appropriate accounting policies and applied them consistently and made judgments and estimates that nre reasonaoie and prudent so as to give a true and fair view of the state or affairs of the Company at the end of the financial year 31= March, 2024 and of Uis profit of the Company for tne year under rcvlew.

c) The directors nave taxer, proper ana sufficient care for the maintenance of adequate accojntlng records in accordance with the provisions of ths Act for safeguarding the assets of the company and for preventing and detecting fraud anc-other irregularities.

d> "he director; nave prepared :nt annua accounts for me year endec 32^p Marcn, 2024 on a going concern oasis.

e) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate anj operating effectively.

20.MEETING OF THE BOARD:

During the year unoer review, 13 (Thirteen) meetings or the Board of Directors were held. The provisions of Companies Act. 2013 were adnered to while considering the time gap between two meetings.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee comprises of following 2 Three] members

Marne Designation	Category
[VIpul Gupta Director	Chairman
Managing jDirector ano Mukui Gupta CEO	! Member
Merpnt Gupta jpirector	Member
/tolr. Thu camoosttWi //as reconsMuted ivt 24M.2C24

RISK MANAGEMENT

The policy on nsx assessment and minimisation procedures as laid down oy the Board nre periodically reviewed by the Audit Committee and the Board. Tr.e policy facilitates dentification ot rinks at appropriate time ano ensures necessary steps co ce taken to mitigate tne riSKS.

wen* In the ordinary course of business anc on arm''s lengtn oasis and in accordance with the provisions of section 188 of tne Companies Act, 2013, Thus, no disclosures of the same are required in AOC-2 as prescribed under section 188 of the Companies Act, 2013. The Poicy on Related Party Transactions as approvec dv the Board an be accessed at tne website of the Company at- h»j^.//www.caDitatnumbr»r^.rom/''.

22. PARTICULARS OF EMPLOYEES

During the year under review, no employee was in receipt of remuneration m excess of the amount prescribed under Rule 5{2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. ANNUAL RETURN

Pursuant tc tne provisions of Section l34(3)(o) and Section 92(3) of die Act read with Rule 12 of tne Companies (Management and administration) Rules, 201*;, the draft annual return for the financial year ended 31* March, 2023 is uploaded on the Company‘3 wetsite at https://wvAv.capitalnumDers.com/.

24. AUDITORS AND AUDITOR S REPORT STATUTORY AUDITOR:

M/5 Bavish, a Bevfchi Associates Chartered Accountant, Statutory Auditor* of the Company resigned as Statutory auditors of tne Company w.e.f 29.01.2024 due to preoccupations elsewhere.

The Board of Directors appointed M/s. Satyanoraynn Goya! & Co LLP. Chartered Accountants, a Peer Reviewed Firm as their Statutory Auditors in the meeting of the Board of Directors Dated 26‘^,! Day of February 202-t which was approved oy the members of the company m tneir meeting oacec OS''” Cay of April 2024, the said appointment was made fo. filling up the Casual Vacancy caused in the Board by resignation of the erstwhile Auditors, following tne provisions of Section 139(8) of tne Act.

The Statutory Auditors has audited tne Standalone and Consolidated Accounts of the company for the year ended 31.03.2024 and the report is an unqualified one.

The Auditors of the company shall being eligible be rc*oppolnteo as the Statutory Auditors of the Company for tne remaining term of 4 years from the AGM to be held in the year 2024 till the conclusion of the AGM to be held In tne year 2028.

25. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the period under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions. Further, it ts informed to the members of the Company mat the company nas no borrowings from tne Bankers of the Company

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

Pursuant to provisions of Seaton 134 of the Companies Act, 2013 reap with Rule 8(3} of the Compan.es (Accounts) Rules, 2014, the details of activities In the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Excnonge Earnings and Outgo are as under:

A. Conservation of Energy

Tne companr not Doing ar Energy Consuming company the same is not applicable

B. Technology Absorption

The same Is no: applicable to the company.

C. Foreign Exchange earnings and outgo are as under:

Earnings :Rs. 9819.09 Lakhs /*

Outgo Rs- 476.51 Lakhs/-

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Tne Company has framed tne Corporate Social Responsibility Policy in terms of provisions of Section 135(1) or the Companies Act, 2013. Tne objective of your Company''s CSS policy is :c lay down the guiding principles tor proper functioning of CSR activities to steam suscamaole development of the society 3round the area of operation

of the Compary. The Company commits itself to contribute to the society, discharging its corporate social responsjoilities through Initiatives that have positive impact oi\ society at large. Your Company undercook various activities during the yea- unoer review which wore m line witn its CSR Policy and as prescribed in schedule ‘''/II of the •Companies Act. 2015

The Company has undertaken programmes *n the Held of promoting healthcare services and for promoting education t>y donating ?. 25.00,000/- and ?. 58,840/- to Sri Venkateswara Pronadona Trust and Full Moon Foundation respectively.

Details of composition of CSR Committee ana other relevant details have been provided in the Annual Report on CSR activities Is marked as Annuxure-C and forms part of this Report.

The CSR Policy of che Company can oe accessed at the website of the Company m-httc-W/www.CcPitalnumbgrg.com/-

28. PREVENTION OF SEXUAL HARASSMENT

Tne Company Is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee 15 treated with dignity and aspect and at mandated under *Tnc Sexual Harassment of Women oi Workplace (Prevention, Prohibition ana Reoressai) Act, 20J3'' tne Company has In place a formal P°iicy for prevention of sexual harassment at work place and has also constituted tne Internal Complaint Committee ns per tne requirement of the Act.

During the year under review, no compiaint/case was filed or was pending for redres9al. Composition of ICC are as follows:

1. Herpit Gupta Presiding Officer

2. Paromita Biswas Panja Member

3. Mnnmoyee Roy Chowdhury Member

4. Shrayoshi Dey External Member

29. COMPLIANCE WITH SECRETARIAL STANDARDS

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

APPRECIATION & ACKNOWLEDGEMENT

It is our stronc belief that caring for our business constituents hss ensured our success in the pas: anc will do sc ''n future. ^rMe Board acknowledges with gratitude the cooperation and assistance provided to your company oy its cankers, financial nstltutlons, and government as well as Non-Government agencies. The Beard wishes :o piac* jn record its appreciation to cne contribution made Oy employees of the company during the year under review. The Company has achieved impressive growth through tne competence, hard work, solidarity, cooperation and support of employees at all iavets. Your Directors also wish to thank us customers, clients, dealers, agents, suppliers. Joint venture partner, investors and bankers for rheir continued support and faith reposed In tne Company.

The encnusiasm and unstinting erforts of the employees have enabled the Company to remain at the ''orefront or the industry despite increased competition from severa. existing and new players.

Your Directors ake this opportunity to express irs deep gratitude for the continued cooperation and support received from its valued shareholders.