CapitalNumbers Infotech has approved a variation in its Initial Public Offer objects to fund the acquisition of Epitome Cloud Inc. The Board also appointed a new senior manager and re-appointed auditors on August 31, 2026.

The company will reallocate ₹1,146.46 lakh of unutilized issue-related expenses towards the purchase of 100% ownership in Epitome Cloud Inc. This move supports the firm’s expansion strategy while keeping total IPO proceeds unchanged.

Key Board Resolutions

The Board of Directors meeting held at the registered office in Kolkata approved several key items:

• Appointment of Mr. Anand V Varanasi as Senior Managerial Personnel.
• Re-appointment of M/s. Ankur Poddar & Associates as Internal Auditors for FY27.
• Re-appointment of M/s. Prateek Kohli & Associates as Secretarial Auditors for FY27.
• Approval of the Board’s Report and Management Discussion and Analysis for the year ended March 31, 2026.

IPO Object Variation Details

The Board modified two specific objects of the IPO to enhance deployment flexibility:

Investment in Subsidiary

Originally, ₹500.00 lakh was earmarked for investment in wholly-owned subsidiary Capital Numbers LLC. The Board expanded this scope to include proposed subsidiary Epitome Cloud Inc. and its subsidiaries. The funds will support working capital augmentation and business growth requirements across these entities.

Issue Related Expenses

The company originally proposed using ₹2,117.15 lakh for issue-related expenses. With ₹1,146.46 lakh remaining unutilized, the Board approved reallocating this amount towards the acquisition of Epitome Cloud Inc. The aggregate consideration for the acquisition is approximately ₹40 crore. The balance consideration will be funded through internal accruals or other permissible sources.

These variations require shareholder approval at the 14th Annual General Meeting scheduled for September 29, 2026.

Corporate Governance Updates

Mr. Anand V Varanasi, who holds a Master’s degree in Computer Science, brings over 30 years of experience in enterprise technology and Salesforce architecture. He joins as Senior Vice President.

The Audit Committee recommended the re-appointments of both internal and secretarial auditors for the financial year 2026-27. Mr. Prateek Kohli was also appointed to scrutinize the e-Voting process for the upcoming AGM.

What the Numbers Show

The reallocation of unutilized IPO proceeds indicates a strategic pivot towards organic expansion via acquisition rather than retaining cash or reducing issuance costs. By directing ₹1,146.46 lakh specifically to Epitome Cloud Inc., the company is leveraging its capital markets raise to accelerate market entry or consolidation in the cloud services segment, subject to shareholder ratification.

CapitalNumbers Infotech has made a partial payment of USD 24,51,288.49 (equivalent to INR 23.40 crore) towards the acquisition of a 100% stake in Epitome Cloud Inc. This payment marks a significant step in the company’s strategic expansion, fulfilling initial obligations under the Stock Purchase Agreement (“SPA”) signed earlier this year.

The transaction involves the direct acquisition of Epitome Cloud Inc. and the indirect acquisition of its Indian subsidiary, Epitomecloud Technology Private Limited. The total purchase consideration for the deal is approximately INR 40 crore. The remaining portion of the consideration will be paid to the existing shareholders of Epitome Cloud Inc. in accordance with the terms outlined in the SPA.

Deal Structure and Timeline

The company had previously intimated the stock exchanges on July 3, 2026, regarding the entry into the SPA. Further details required under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were submitted to the stock exchange on May 28, 2026, and July 3, 2026.

What the Numbers Show

The upfront payment constitutes approximately 58.5% of the total declared consideration of INR 40 crore. This substantial initial outlay suggests a structured approach to closing the deal, potentially linked to specific milestones or regulatory clearances defined within the SPA. The remaining balance indicates that final adjustments or contingent payments may still be pending.

The disclosure was made pursuant to Regulation 30 of the SEBI Listing Regulations and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. Sikha Banka, Company Secretary & Compliance Officer, signed the intimation on August 13, 2026.