Shareholders approve variation in IPO objects; ₹1,146.46 Lakhs reallocated to Epitomecloud acquisition

Members approved the variation in the IPO objects with requisite majority at the AGM concluded September 29, 2026.

Thu 1 Oct 2026

AGM concluded

September 29, 2026

Amount earmarked for Capital Numbers LLC (unchanged)

₹500.00 Lakhs

Unutilised amount reallocated

₹1,146.46 Lakhs

Issue Related Expenses earmarked from Net Proceeds

₹2,117.15 Lakhs

Acquisition consideration for 100% of Epitomecloud

about ₹40 Crore

Shareholders of the company have approved a change in the way a part of its Initial Public Offer (IPO) money will be used. The special resolutions were passed with the requisite majority at the Annual General Meeting held/concluded on September 29, 2026.

Variation 1: Investment in Subsidiary

• An amount of ₹500.00 Lakhs was originally earmarked for investment in the company's wholly-owned subsidiary, Capital Numbers LLC, for augmenting its working capital and strengthening its credit base.
• The scope of this object has now been broadened to additionally include the company's proposed wholly-owned subsidiary, Epitome Cloud Inc. (Epitomecloud), and Epitomecloud's direct and indirect subsidiaries, as eligible entities for utilisation of these IPO proceeds.
• The ₹500.00 Lakhs may be used, in whole or in part, towards Capital Numbers LLC, Epitomecloud and/or its direct or indirect subsidiaries, for their business and operational requirements, including augmentation of working capital, strengthening of their financial position and supporting their business growth and expansion.
• This is within the ₹500.00 Lakhs already earmarked under the object and does not increase the IPO proceeds allocated to it.

Variation 2: Issue Related Expenses

• ₹2,117.15 Lakhs was originally earmarked from the Net Proceeds of the IPO for Issue Related Expenses.
• Of this, ₹1,146.46 Lakhs remained unutilised, and shareholders have approved its reallocation towards funding the acquisition of 100% ownership interest in Epitomecloud.
• The acquisition is pursuant to a Stock Purchase Agreement (SPA) entered into by the company, and includes the consequential indirect acquisition of Epitomecloud's Indian subsidiary, Epitomecloud Technology Private Limited.
• The aggregate consideration is approximately ₹40 Crore.
• This is limited to reallocating the unutilised ₹1,146.46 Lakhs and does not increase the total Net Proceeds raised in the IPO.

Completion timeline

• The proposed investment in subsidiary and the proposed acquisition are scheduled to be completed by September 2028, subject to completion of the applicable conditions precedent under the SPA and other applicable regulatory requirements.

What remains unchanged

• All other objects of the IPO and the manner of utilisation of the IPO proceeds remain unchanged.
• The variations are limited to broadening the scope of eligible entities under the Investment in Subsidiary object without any increase in the amount originally earmarked, and the reallocation of ₹1,146.46 Lakhs of unutilised IPO proceeds from the Issue Related Expenses object towards funding the acquisition of Epitomecloud.

What this means for a reader

• The company is not raising fresh money; the total Net Proceeds of the IPO stay the same.
• Money set aside for issue related expenses that was not spent is being redirected towards buying a company.
• The purchase is proposed, with completion scheduled by September 2028 and subject to conditions precedent under the SPA, so it is not complete yet.
• The voting results and the Scrutinizer's Report for the special resolutions have been submitted and are also on the company's website.

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