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:

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:

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

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.