Career Point Edutech Ltd Directors Report

Dear Shareowners,

The Board of Directors (”Board”) of Career Point Edutech Limited (”Company”) with immense pleasure present their Nineteenth report on the business and operations of your Company for the financial year 2024-25. This Report is being presented along with the audited financial statements for the year.

1. Financial Highlights

The highlights of your Companys financial results for the financial year 2024-25 on standalone basis are as follows:

( In Lakhs)

Particulars	31-Mar-2025 (Audited)	31-Mar-2024 (Restated)
Income from Operations	4883.44	4569.88
Other Income	216.31	116.33
Total Income	5099.75	4686.21
Expenditure	2852.10	2844.84
Pro t before Interest and Exceptional Items	2247.65	1841.37
Interest Expense	-	-
Pro t after Interest Expense but before Extraordinary items	2247.65	1841.37
Extraordinary Items-	-	-
Pro t from Ordinary Activities before tax	2247.65	1841.37
Total Provision for taxes	433.07	321.99
Pro t from Ordinary Activities after tax	1814.58	1519.38

Pursuant to the provisions of the Companies Act, 2013 (the "Act"), the financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

Upon the Scheme becoming effective, the Education business of CP Capital Limited (Erstwhile Career Point Limited) ("CPCL") (the Demerged Company), along with its associated assets and liabilities, was transferred to Career Point Edutech Limited ("CPEL") (the Resulting Company) on a going concern basis. These transactions have been accounted for in the financial statements/results/information as of the Appointed Date, i.e., 01 April 2023, in accordance with the Scheme. Accordingly, the financial statements/results/information after the Appointed Date have been restated to reflect the effects of the demerger and merger, in line with the applicable Indian Accounting Standards (Ind AS)

2. Financial Performance and Key Business Developments Performance of the Company and particulars of some of the key business developments which took place during the financial year 2024-25 have been detailed out in the Management Discussion and Analysis Report which forms part of Directors Report.

3. Dividend

Career Point Edutech Limited has endeavored to retain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future plans. For the expansion of business and for general corporate requirements, the Board of Directors of your Company has decided that it would be prudent, not to recommend any dividend for the year under review.

4. Transfer to Reserves

The amounts, if any, proposed to be transferred to the general reserve and statutory reserve are mentioned in financial statements.

5. Share Capital

During the period under review the paid up equity share capital of the Company as on March 31, 2025 was 61.29 Lakhs comprising of 6,12,947 equity shares having face value of 10 each. However, in pursuant to the approved Composite Scheme of arrangement the Company the above said Paid Up Capital has been cancelled and further your company allotted equity shares of paid up capital of 1,819 Lakhs comprising of 1,81,92,939 equity shares having face value of 10 each to the eligible shareholders of demerged entity CP Capital Limited as per the record date 09.05.2025 as fixed by the board of Directores and the same has been incorporated in the restated financial results of the Company w.e.f. the appointment date i.e. 01.04.2023.

6. Material Changes and Commitments, if any, affecting the Financial Position between the end of the Financial Year and the date of Report:

Upon the Scheme becoming effective, the Education business of CP

Capital Limited (Erstwhile Career Point Limited) ("CPCL") (the Demerged Company), along with its associated assets and liabilities, was transferred to Career Point Edutech Limited ("CPEL") (the Resulting Company) on a going concern basis. These transactions have been accounted for in the financial statements/results/information as of the Appointed Date, i.e., 01 April 2023, in accordance with the Scheme. Accordingly, the financial statements/results/ information after the Appointed Date have been restated to reflect the effects of the demerger and merger, in line with the applicable Indian Accounting Standards (Ind AS).

7. Public Deposits

During the year, your Company has neither invited nor accepted any deposits from the public within the meaning of Section 2(32) and 74 of the Companies Act, 2013 and as such, no amount of principal or interest on deposit was outstanding as of the balance sheet date.

8. Subsidiary, Joint Ventures and Associate Companies

As on March 31, 2025 and upon the Scheme becoming effective, the Education business of CP Capital Limited (Erstwhile Career Point Limited) (“CPCL”) (Demerged Company) along with the assets and liabilities thereof has been transferred to Career Point Edutech Limited (“CPEL”) (Resulting Company) on a going concern basis. Your Company has four Subsidiaries as under:

(1) Career Point Learning Solution Limited (2) Career Point Skill Development Private Limited (3) Career Point Accessories Private Limited (4) Edutiger Private Limited

A separate statement in Form AOC -1 containing the salient features of Financial Statements of all subsidiaries of your Company forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Corporate Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013.

Any member desirous of obtaining a copy of the said Financial Statements may write to the Company Secretary at the Corporate Office of your Company. The Financial Statements including the Consolidated Financial Statements, Financial Statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company https://cpedutech.in/

9. Financial Position and Performance of Subsidiaries & Associates

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (Act) a statement containing the salient features of financial statements of the Companys subsidiary in Form No. AOC-1 is attached in the report as Annexure - 3. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, is available on the website of the Company https://cpedutech.in/

10. Disclosure of Accounting Treatment:

Pursuant to the provisions of the Act, the Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

11. Corporate Governance

The spirit of good Corporate Governance remains integral to the Companys corporate philosophy. Your Company has complied with all the requirements relating to Corporate Governance as stipulated in SEBI (Listing obligation and disclosure requirements), 2015. In compliance with the SEBI (Listing obligation and disclosure requirements), 2015, a separate report of the Directors on Corporate Governance is given as a separate section titled Report on Corporate Governance, which forms part of the Annual Report. A report on Corporate Governance is enclosed forms part of this Annual Report. The Auditors Certificate confirming the compliance to the conditions of the Corporate Governance is annexed to the Report on Corporate Governance.

12. Management Discussion and Analysis Report

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2025 as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms part of the Annual Report.

13. Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-25.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and profit of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. Internal Control System and their adequacy

The Company has proper and adequate internal control systems, which ensure that all assets are safeguarded against loss from unauthorized use and all transactions are authorized, recorded and reported correctly. The Management continuously reviews the internal control systems and procedures to ensure orderly and efficient conduct of business. Internal audits are regularly conducted, using external and internal resources to monitor the effectiveness of internal controls. M/s. BDG & Co. LLP Chartered Accountants, is the Internal Auditor of the Company, who conducts audit and submit quarterly reports to the Audit Committee.

15. Risk Management

The Company has voluntary constituted a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation, for more details, please refer to the Management Discussion and Analysis set out in this Annual Report and on the website of the Company https://cpedutech.in/

16. Details of Board Meetings

The Board of Directors were met nine (9) times in the year 2024-25. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

17. Directors

After the closing hours of the financial year ended on March 31, 2025 your Companys Board of Directors (“Board”) had 6 (Six) members comprising of One Executive Director (Managing Director) and five Non-Executive Directors wherein three are Independent Directors. The Board has one Women Independent Director. The details of Board and Committees composition are available in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company Mrs. Shilpa Maheshwari [DIN-008305104], is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment. The Board recommends her re-appointment.

During the year under review Mr. Amit Sethi (DIN 10794732), Ms. Mohini Mahur (DIN 10793709) and Mr. Lalit Modi (DIN 07662769) were appointed as Non-Executive Independent Directors on the Board of the Company w.e.f October 11, 2024. At the EOGM held on October 11, 2024, the Members approved their appointment as Independent Directors of the Company for a period of 5 years i.e., from October 11, 2024 to October 11, 2029.

Further, Mr. Pramod Kumar Maheshwari (DIN 00185711) appointed as a Managing Director of the Company on the Board for a period of 5 (Five) years as on dated 3rd January 2025 in Extra Ordinary General Meeting.

During the year under review, Mr. Nawal Kishore Maheshwari, Non-executive Director has resigned from Directorship of the Company w.e.f. 22nd October, 2024.

The disclosures required pursuant to Regulation 36 of the SEBI

Listing Regulations and the Secretarial Standards (‘SS)- 2 on General Meetings are given in the Notice of AGM, forming part of the Annual Report

18. Declarations by Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibility in the Company, nature of the industry in which the Company operates and other related matters are put on the website of the Company at https://cpedutech.in/

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

19. Key Managerial Personnel

During the year under review, Ms. Bhavika Sharma, appointed as Company Secretary on dated 15th November, 2024, Mr. Mahesh Bhangriya, appointed as Chief Financial Officer on dated 31st December, 2024 and Mr. Pramod Kumar Maheshwari, appointed as Managing Director on dated 03rd January, 2025.

Further Mr. Mahesh Bhangriya, resigned from the position of Chief Financial Officer on dated 05 June 2025. Thereafter Mr. Rahul Rohira was appointed as Chief Financial Officer of the Company on dated 28th June, 2025.

As at March 31, 2025, the following are the KMP of the Company: Mr. Pramod Kumar Maheshwari, as Managing Director, Ms. Bhavika Sharma, Company Secretary and Mr. Mahesh Bhangriya, Chief Financial Officer of the Company.

After the year end and upto the date of the Report, following are the changes in Key Managerial Personnel:

Mr. Mahesh Bhangriya, has resigned 05 June 2025 and Mr. Rahul Rohira was appointed as Chief Financial Officer of the Company on dated 28th June, 2025

20. Auditors:

(a) Statutory Auditors:

M/s Kamal Gupta & Co, Chartered Accountants (Firm Registration

No. 031182C), were appointed as the Statutory Auditors of the Company for a term of five years at the 17th Annual General Meeting, to hold office until the conclusion of the 22nd Annual General Meeting.

However, M/s Kamal Gupta & Co vide their letter dated 13 November, 2024, tendered their resignation as Statutory Auditors of the Company, citing their inability to continue as the Statutory Auditors of the Company, citing reason of pre-occupation. The said resignation resulted in a casual vacancy in the office of Statutory Auditors. The Company acknowledges their professional conduct and expresses appreciation for their services during their tenure.

Subsequently, based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on 31 December 2024, recommended to members for appointment of M/s Rajvanshi & Associates, Chartered Accountants (Firm Registration No. 005069C) as the Statutory Auditors of the Company to fill the said casual vacancy in the Extra-ordinary General Meeting (Eogm) held on 03.01.2025 until the conclusion of the 19th Annual General Meeting to be held for the financial year 2024 25. The said appointment was approved by the members of the Company in the extra-ordinary general meeting held on 03.01.2025, authorizing M/s. Rajvanshi & Associates to conduct the statutory audit of the Company for the financial year 2024 25.

Further, it is proposed to appoint M/s Rajvanshi & Associates as the Statutory Auditors of the Company for a term of 5 years to conduct the Statutory Audit, commencing from the 19th Annual General Meeting to the 24th Annual General Meeting subject to approval of Shareholders by way of Ordinary resolution as proposed in the Notice of 19th Annual General Meeting of the Company.

M/s Rajvanshi & Associates., have confirmed that their proposed appointment is within the limits prescribed under Section 144 of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the proviso to Section 139(1), Section 141(2), Section 141(3), and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

The Company has received eligibility and willingness for appointment as prescribed under Section 139 (1) of the Companies Act, 2013 from M/s. Rajvanshi & Associates Statutory Auditors.

The Auditors Report on the financial statements of the Company for the financial year ended 31 March, 2025 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks.

(b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s Bharat Rathore & Associates, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the year ended March 31, 2025. The Report of the Secretarial Audit is annexed herewith as Annexure

2. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks and disclaimer.

Pursuant to regulation 24A of SEBI Listing Regulations it is proposed to appoint M/s. Bharat Rathore & Associates, Practicing Company Secretary (Firm Registration No. S2018RJ589300 and Peer review No. -1713/2022), as the Secretarial Auditors of the Company for a term of 5 years to conduct the annual secretarial audit, commencing from the 19th Annual General Meeting to the 24th Annual General Meeting subject to approval of Shareholders by way of Ordinary resolution as proposed in the Notice of 19th Annual General Meeting.

(c) Internal Auditors:

Pursuant to Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, the Board has appointed M/s BDG & Co. LLP (Chartered Accountant) the Internal Auditors of the Company for the Financial Year 2024-2025. The scope and fee of internal audit was fixed by the Board on recommendation of Audit Committee. The Internal Auditors present their audit report before the Audit Committee on a quarterly basis.

(d) Cost Auditors

The Company is not required to conduct Cost Audit during the Financial Year 2024-25. Therefore Company has not appointed any Cost Auditor.

21. Separate Meetings of Independent Director

In terms of requirements of Schedule IV of the Companies Act, 2013, meeting of the Independent Directors of the Company conducted separately, without the attendance of Non- Independent Directors, or any other official of the Company or members of its management, to review the performance of Non- Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board. The Company received the Annual disclosure(s) from all the Directors disclosing their Directorship and Interest in other Companies in specified formats prescribed in Companies Act, 2013 and the Board took note of the same in its Board Meeting.

22. Particulars of Loans, Guarantees or Investment

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2025 are set out in the Standalone Financial Statements forming part of this report.

23. Particulars of Contract or arrangement with Related Parties

All related party transactions (RPTs), which were entered into during the financial year were on an arms length basis and did not attract provisions of Section 188 of the Companies Act, 2013. There were material transactions entered with related parties, during the year under review, which have been disclosed in Form AOC-2 as an Annexure-4. A statement showing the disclosure of transactions with related parties as required under IND As is set out separately in this Annual Report. The Policy on RPTs as approved by the Board is uploaded on the Companys website https://cpedutech.in/

24. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended; the name and other particulars of employees are to be set out in the Directors Report as an addendum or annexure thereto. The Information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 in respect of employees of the Company is annexed herewith as Annexure - 5.

None of the employee listed in the said Annexure is a relative of any director of the Company. None of the employee holds (by himself or along with his spouse and dependent Children) more than two percent of the Equity shares of the Company. None of Director receives remuneration from the Subsidiary Companies.

25. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Consider the business activities of the Company the requirement relating to providing the particulars relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished u/s.134 (3)(m) of the Companies Act, 2013 is not applicable. Particulars of foreign currency earnings and outgo during the year: Nil.

26. Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. Risk Management Committee 5. Corporate Social Responsibilities Committee

Audit Committee currently comprises of Mr. Amit Sethi as Chairman of the Audit Committee with other members being Ms. Mohini Mahur, Mr. Pramod Kumar Maheshwari and Mr. Lalit Modi. Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this report.

During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the Committees, attendance at the Meetings and terms of reference are included in the Corporate Report, which forms a part of the Annual Report.

27. Whistle Blower & Vigil Mechanism

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The mechanism under the policy has been appropriately communicated within the organization. The Whistle Blower Policy is available on the website of the Company.

28. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an evaluation of its own performance and that of the individual Directors. The evaluation criteria, inter alia, covered various aspects of the Boards functioning including its composition, execution and performance of specific duties, obligations and governance. The performance of individual directors was evaluated on parameters such as Attendance and participation in the Meetings, Contribution towards growth of the Company, Leadership initiative, Team work attributes and supervision of staff members, Compliance with policies, safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process.

29. Key Parameters for appointment of Directors and Key Managerial Personnel

The Nomination and Remuneration Committee has formulated a detailed policy for appointment of directors, key managerial personnel which is designed to attract, motivate and retain best talent. This policy applies to directors, senior management including its Key Managerial Personnel (KMP) and senior management of the Company. The remuneration of the Executive Directors and KMPs of the Company is recommended by the Nomination and Remuneration Committee based on the Companys remuneration structure taking into account factors such as level of experience, qualification and suitability. The Company generally pays remuneration by way of salary, perquisites and allowances.

30. Policies of the Company

Your Company has posted the following documents on its website https://cpedutech.in/

1. Code of Conduct and Ethics

2. Whistle Blower Policy

3. Related Party Transaction Policy

4. Corporate Social Responsibility

5. Familiarisation Programme.

6. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders

7. Remuneration Policy

31. Human Resource

The Company aims to align HR practices with business goals, increase productivity of Human resources by enhancing knowledge, skills and to provide a conducive work environment to develop a sense of ownership amongst employees. Productive high performing employees are vital to the Companys success. The contribution and commitment of the employees towards the performance of the Company during the year were valued and appreciated. The Company recruited employees during the year for various positions and promoted employees to take up higher responsibilities. Apart from fixed salaries, perquisites and benefits, the Company also has in place performance-linked incentives which reward outstanding performers, who meet certain performance targets. In pursuance of the Companys commitment to develop and retain the best available talent, the Company had organised and sponsored various training programmes / seminars / conferences for upgrading skill and knowledge of its employees in different operational areas.

Employee relations remained cordial, and the work atmosphere remained congenial during the year.

32. Significant & Material Orders Passed by the Regulators or Courts or Tribunals

During the year under review the honble National Company Law Tribunal (“NCLT”) Chandigarh Bench passed the order dated 22.10.2024 and approved the composite Scheme of arrangement between Srajan Capital Limited (Transferee Company) , CP Capital Limited (erstwhile Career Point Limited) (Demerged / Transferee Company and Career Point Edutech Limited (resulting Company) wherein NBFC Srajan Capital Limited merged into its parent Company i.e. CP Capital Limited and education business of CP

Capital Limited merged into Career Point Edutech Limited with effect from the appointed date i.e. April 01, 2023.

In addition to the disclosed above there are no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

33. Extract of Annual Return

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended on 31st March 2025 in the prescribed form MGT-7 is disclosed on the website of the Company at https://cpedutech.in/

34. Corporate Social Responsibility

Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, a report on CSR containing particulars in the specified format is attached at

Annexure-1.

35. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redresses) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025:

No. of complaints received: Nil No. of complaints disposed off: N. A

36. Business Sustainability and Responsibility Reporting

The Business Sustainability & Responsibility Reporting as required by Regulation 34(2)(f) of SEBI (Listing obligation and disclosure requirements), Regulations 2015 is not applicable to your Company for the Financial Year ending March 31, 2025.

37. Green Initiative

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those Members whose email addresses are available with the Company. Your Company appeals other Members also to register themselves for receiving Annual Report in electronic form.

38. Additional Information to Shareholders

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and updates are made available on the Companys website (https://cpedutech.in/) on a regular basis

39. Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-1 Meetings of the Board of Directors, SS-2 General Meetings and SS-3 Secretarial Standard on Dividend relating to respectively, have been duly followed by the Company.

40. Changes in the Nature of Business, If Any

During the year under review the Company continued to provide educational services (formal & Informal) and hence, there was no change except mentioned below in the nature of business or operations of the Company which impacted the financial position of the Company during the year under review.

During the year under review, your company witnessed significant structural changes with its holding company in alignment with its long-term strategic vision of streamlining business operations and strengthening focus across business verticals. These transformations are expected to enhance operational efficiency, regulatory alignment, and value creation for all stakeholders.

Pursuant to the Honble National Company Law Tribunal (NCLT) order dated October 22, 2024, Demerger of the Education Business of CP Capital Limited (erstwhile Career Point Limited) into Career Point Edutech Limited (Resulting Company). The scheme became effective on April 1, 2025, with the appointed date being April 1, 2023. As a result of this restructuring, the education business has been ring-fenced under Career Point Edutech Limited, enabling sharper strategic and operational focus in education domains.

The financial statements of the Company for the year ended March 31, 2025, have been restated as per the approved Scheme of Arrangement, with effect from the appointed date of April 1, 2023. Accordingly, the demerger adjustments for the education business have been accounted for in accordance with applicable accounting standards and regulatory guidance. The comparative figures for the previous year have been restated to provide a consistent and comparable financial presentation.

41. Composite Scheme of arrangement

The Board of Directors of your Company in its meeting held on 14th February 2023, has approved a composite scheme of arrangement (‘Scheme) under Section 230 to 232, read with Section 66 and other applicable provisions of the Companies Act, 2013 and the provisions of other applicable laws, amongst the Srajan Capital Limited (SCL) (Transferor Company), CP Capital Limited (Erstwhile Career Point Limited) (“CPCAP”) (Transferee Company/Demerged Company) and Career Point Edutech Limited (Resulting Company) and their respective shareholders.

The Scheme, inter alia, provides for (i) demerger of education business (‘Demerged Undertaking) from CP Capital Limited to Career Point Edutech Limited (Resulting Company); and (ii) merger of Srajan Capital Limited (Transferor Company) with CP Capital Limited (Transferee Company). The appointed date for the purpose of giving scheme effect is 1st April 2023.

The Company received the ‘observation letter dated August 09, 2023 issued by BSE Limited and ‘observation letter dated August 09, 2023 issued by National Stock Exchange Limited.

The Honble NCLT vide order dated October 22, 2024, inter alia, approved the said Composite of arrangement.

42. Particulars of Remuneration

Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Companys website https://cpedutech.in/ as an annexure to the Boards Report. A physical copy of the same will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act. Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the said Rules, which form part of the Boards Report, will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act.

43. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

44. Industrial Relations

Industrial Relations continued to remain peaceful and cordial throughout the year. We value the long association of our stakeholders to sustain industrial harmony and create a positive work environment. By introducing various new work practices we have succeeded in enhancing manpower productivity & attendance to the optimum. We encourage continuous interaction, dialogues and participation of local community, stakeholders in collaborating various social intervention through our various CSR program.

45. Acknowledgments and Appreciation

Your Directors are thankful to all the shareholders, Business Associates, Vendors, Advisors, Bankers, Governmental Authorities, media and all concerned for their continued support. The Directors acknowledge the commitment and contribution of all employees to the growth of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Om Prakash Maheshwari

DIN: 00185677

Chairman

 

Place: Kota (Rajasthan)

Date: 23th August, 2025