Career Point Edutech Limited
Dear Shareowners,
The Board of Directors are pleased to present the Companys 20th Annual Report on the business and operations of the Company along with the Audited Financial Statements, for the financial year ended March 31, 2026.
The highlights of your Companys financial results for the financial year 2025-26 on Standalone & Consolidated basis are as follows:
| Particulars | Standalone 31-Mar-26 (Audited) | Standalone 31-Mar-25 (Audited) | Consolidated 31-Mar-26 (Audited) | Consolidated 31-Mar-25 (Audited) |
| Income from Operations | 503.28 | 4883.44 | 5122.88 | 4966.31 |
| Other Income | 515.68 | 216.31 | 579.00 | 274.65 |
| Total Income | 5548.96 | 5099.75 | 5701.88 | 5240.96 |
| Expenditure | 2523.57 | 2852.10 | 2599.31 | 2922.28 |
| Profit before Interest and Exceptional Items | 3025.39 | 2247.65 | 3102.57 | 2318.68 |
| Interest Expense | - | - | - | - |
| Profit after Interest Expense but before Extraordinary items | 3025.39 | 2247.65 | 3102.57 | 2318.68 |
| Extraordinary Items | - | - | - | - |
| Profit from Ordinary Activities before tax | 3025.39 | 2247.65 | 3102.57 | 2318.68 |
| Total Provision for taxes | 786.00 | 433.07 | 806.90 | 451.59 |
| Profit from Ordinary Activities after tax | 2239.39 | 1814.58 | 2295.67 | 1867.09 |
| Opening Balance of retained earning | 3775.04 | 1960.44 | 3920.31 | 2053.22 |
| Profit for the Year | 2239.39 | 1814.58 | 2295.67 | 1867.09 |
| Other comprehensive income / (losses) | 0 | 0 | 0 | 0 |
| Total comprehensive income | 2239.39 | 1814.58 | 2295.67 | 1867.09 |
| Dividend paid | 454.82 | 0 | 454.82 | 0 |
| Closing Balance of Retained Earnings | 5559.62 | 3775.04 | 5761.16 | 3920.31 |
The Audited Financial Statements of your Company as on March 31, 2026 has been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013 ("the Act") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
On a standalone basis, the total income for FY 2025-26 was ?‚?5548.96 Lakhs, which was higher than the previous years total income of ?‚?5099.75 Lakhs by 8.81%. The Company reported a profit of ?‚?2239.39 Lakhs for FY 2025-26 in comparison with a profit of ?‚?1814.58 Lakhs for FY 2024-25.
On a consolidated basis, the total income for FY 2025-26 was ?‚?5701.88 Lakhs, which was higher than the previous years Total Income of ?‚?5240.96 Lakhs by 8.79%. The profit for the year after share of profit/(loss) of Associates and Joint Venture for FY 2025-26 was ?‚?2295.67 Lakhs as against a profit for the previous year of ?‚?1867.09 Lakhs.
Your Company has prepared the Financial Statements for the financial year ended March 31, 2026, in terms of section 133 and Schedule III to the Companies Act, 2013 (as amended) (the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
Performance of the Company and particulars of some of the key business developments which took place during the financial year 2025-26 have been detailed out in the Management Discussion and Analysis Report which forms part of Directors Report.
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.
During the year under review the Board of Directors had declared the first interim dividend on 12.11.2025 for the financial year 2025-26 of Rs. 2.50 (Rupees Two and Paisa Fifty Only) per equity share of face value Rs 10.00 each (i.e. 25%).
The amounts, if any, proposed to be transferred to the general reserve and statutory reserve are mentioned in financial statements.
The Company is primarily engaged in the Education business and its allied activities in India. Career Point Edutech Limited ("the Company" or "CPEL") is a part of the Career Point Group, which was founded in 1993 in Kota, Rajasthan, a prominent hub for competitive examination preparation. Over the years, the Group has evolved from a tutorial service provider into an integrated education platform catering to learners from Kindergarten to PhD.
The Company has a diversified presence across Formal Education, Test Preparation and Vocational Training, delivered through a network comprising K-12 schools, colleges, universities, franchisee coaching centres, school-integrated programmes and technology-enabled education solutions.
During the financial year 2025-26, pursuant to the Composite Scheme of Arrangement between Srajan Capital Limited ("Transferee Company"), CP Capital Limited (formerly known as Career Point Limited) ("Demerged Entity"), Career Point Edutech Limited ("Resulting Entity") and their respective shareholders and creditors ("the Scheme"), the Education Business was demerged from CP Capital Limited and transferred to Career Point Edutech Limited on a going concern basis, in accordance with the terms and conditions of the Scheme.
The Scheme was sanctioned by the Honble National Company Law Tribunal, Chandigarh Bench ("Honble NCLT"), vide its Order dated 22nd October 2024, pursuant to Sections 230 to 232 read with Sections 52 and 66 of the Companies Act, 2013, and the rules made thereunder. The Appointed Date of the Scheme was 1st April 2023 and the effective date of the scheme was 1st April, 2025.
The demerger was undertaken with the objective of enabling the Demerged Company and the Resulting Company to operate independently and pursue distinct business strategies, improve operational efficiency, enhance strategic flexibility, de-risk the Education and NBFC businesses, provide greater focus to their respective operations and unlock long-term value for the stakeholders.
Pursuant to Clause 18.1 of the Scheme, the equity shareholders of CP Capital whose names appeared in the Register of Members of CP Capital as on the Specified Date, i.e. 9th May 2025, were entitled to receive equity shares of the Company in the ratio of one equity share of the Company having a face value of ?‚?10/- each for every one equity share having a face value of ?‚?10/- each held in CP Capital.
Accordingly, pursuant to the Scheme, the Board of Directors of the Company, at its meeting held on 12th May 2025, approved the allotment and issue of 1,81,92,939 equity shares of ?‚?10/- each to the eligible equity shareholders of CP Capital whose names appeared in the Register of Members of CP Capital as on the Specified Date, i.e. 9th May 2025.
Further, pursuant to Clause 19.2(e) read with Clause 19.2(g) of the Scheme, 6,12,947 equity shares of ?‚?10/- each of the Company held by CP Capital were cancelled as an integral part of the Scheme. Accordingly, the Board of Directors of the Company, at its meeting held on 12th May 2025, approved the cancellation of the aforesaid 6,12,947 equity shares held by CP Capital in accordance with the terms of the Scheme and the order of the Honble NCLT.
The aforesaid allotment and cancellation of equity shares were undertaken in accordance with the terms of the Scheme and the order of the Honble NCLT. The necessary statutory, regulatory and corporate compliances in connection therewith were duly completed within the prescribed timelines.
The implementation of the Scheme resulted in the formal separation of the Education Business and the NBFC Business into two focused entities, enabling each business to operate with greater strategic focus, independent governance and management structures and pursue its respective growth objectives.
The aforesaid developments and other material matters relating to the state of affairs of the Company are appropriately discussed in the Management Discussion and Analysis Report, forming part of this Annual Report.
The paid-up share capital of the Company as of 31st March 2026, is ?‚?1,819 Lakhs comprising of 1,81,92,939 equity shares having face value of ?‚?10 each. The Companys equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with effect from September 5, 2025.
During the year under review, the paid up equity share capital of the Company as on March 31, 2025 was ?‚?61.29 Lakhs comprising 6,12,947 equity shares having face value of ?‚?10 each. However, the Company implemented the Scheme of Arrangement entered into with CP Capital Limited (formerly known as Career Point Limited) ("CP Capital"). The Scheme was sanctioned by the Honble National Company Law Tribunal, Chandigarh Bench, vide its Order dated 22nd October 2024 and became effective from 1st April 2025. Pursuant to Clause 18.1 of the Scheme, the equity shareholders of CP Capital whose names appeared in the Register of Members of CP Capital as on the Specified Date, i.e. 9th May 2025, were entitled to receive equity shares of the Company in the ratio of one equity share of the Company having face value of ?‚?10/- each for every one equity share having a face value of ?‚?10/- each held in CP Capital.
Accordingly, pursuant to the Scheme, the Board of Directors of the Company at its meeting held on 12th May 2025 approved the allotment and issue of 1,81,92,939 equity shares of ?‚?10/- each to the eligible equity shareholders of CP Capital whose names appeared in the Register of Members of CP Capital as on the Specified Date, i.e. 9th May 2025.
Further, pursuant to Clause 19.2(e) read with Clause 19.2(g) of the Scheme, 6,12,947 equity shares of ?‚?10/- each of the Company held by CP Capital were required to be cancelled as an integral part of the Scheme. Accordingly, the Board of Directors of the Company, at its meeting held on 12th May 2025, approved the cancellation of the aforesaid 6,12,947 equity shares held by CP Capital, in accordance with the terms of the Scheme and the order of the Honble NCLT.
The aforesaid allotment and cancellation of equity shares were undertaken in accordance with the terms of the Scheme and the order of the Honble NCLT, and the necessary statutory, regulatory and corporate compliances in relation thereto were duly completed within the prescribed timelines.
The shares are actively traded on the BSE and NSE and have not been suspended from trading.
There are no significant material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.
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.
As on March 31, 2026, Your Company has four Subsidiaries as under:
Career Point Learning Solution Limited
Career Point Skill Development Private Limited
Career Point Accessories Private Limited
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/
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/
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.
The Companys governance framework is built on the foundational principles of transparency, integrity, and accountability, which guide all aspects of its operations and decision-making processes.
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 and forms part of this Annual Report and annexed as Annexure-6.
The following certificates form part of the "Report on Corporate Governance" in compliance with the applicable provisions of the SEBI Listing Regulations:
a. A Certificate received from M/s. Bharat Rathore & Associates, Practicing Company Secretaries, confirming that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Company by the Board/Ministry of Corporate Affairs or any such statutory authority for Financial Year 2025-26 in compliance of Regulation 34(3) read with Para C of Schedule V of the SEBI Listing Regulations.
b. A Compliance Certificate received from M/s. Bharat Rathore & Associates, Practicing Company Secretaries, regarding compliance with conditions of corporate governance as required in compliance of Regulation 34(3) read with Para E of Schedule V of the SEBI Listing Regulations.
c. A Compliance Certificate issued by the Managing Director and Chief Financial Officer of the Company in compliance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations.
The Quarterly Report on Corporate Governance has been submitted by the Company to BSE and NSE, in terms of Regulation 27(2) of the SEBI Listing Regulations. The said reports have been uploaded on the Companys website and can be accessed at https://cpedutech.in/integrated-governance/
Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2026 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.
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 2025-26.
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.
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.
The Company has voluntarily 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/policies/
Risks are events, situations or circumstances that may adversely impact the Companys business, operations, financial performance or objectives. Risk management is a structured approach to identifying, assessing and managing uncertainties that may affect the achievement of the Companys objectives.
The Company has adopted a formal and integrated approach to risk management, under which key risks are identified, evaluated and managed within a structured framework. Periodic assessments are undertaken to identify and evaluate key risk areas, and the Management is apprised of material risks in a timely manner to facilitate appropriate and effective mitigation measures. Identified risks are duly considered while formulating the annual business plan and setting the Companys business objectives. The Board of Directors is periodically apprised of the key business risks and the measures undertaken to manage and mitigate such risks.
The Risk Management Policy of the Company is designed to achieve the following objectives:
Provide an overview of the principles and framework of risk management.
Define the approach adopted by the Company for identifying, assessing, monitoring and managing risks.
Establish an appropriate organizational structure for effective risk management.
Foster a risk-aware culture that encourages employees to identify risks and take appropriate and timely action to address them.
Identify, assess and manage existing and emerging risks in a planned and coordinated manner, with the objective of minimizing disruption and costs while protecting and preserving the Companys human, physical and financial assets.
The details of the Companys Risk Management Framework and other matters relating thereto are set out in the Management Discussion and Analysis Report forming part of this Annual Report.
The Board of Directors met Eight (8) times in the year 2025-26. Adequate notice was given to all the Directors to schedule the Board Meetings, agenda and detailed notes to agenda were sent at least seven days in advance other than those held on shorter notice and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Frequency and quorum of these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act and Secretarial Standards issued by the Institute of Company Secretaries of India. Moreover, due to business exigencies or keeping in mind the urgency of matter, resolutions were passed by way of circulation. The Board of Directors actively participated in the meetings and contributed valuable inputs on the matters brought before them from time to time. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.
During the Financial Year 2025-26, the Company held Eight (8) Board Meetings of the Board of Directors as per Section 173 of the Act and Regulation 17(2) of the SEBI Listing Regulations. The details of these meetings along with attendance details for each Director, have been disclosed in the "Report on Corporate Governance" annexed to the Boards Report as Annexure-6. The Date of Board Meetings are summarized below:
| S.N. | Day, Date of Meeting | Board Strength | No. of Directors Present |
| 1 | Thursday, 24th April 2025 | 6 | 6 |
| 2 | Monday, 12th May, 2025 | 6 | 6 |
| 3 | Friday, 30th May, 2025 | 6 | 6 |
| 4 | Saturday, 28th June, 2026 | 6 | 6 |
| 5 | Tuesday, 12th August, 2025 | 6 | 6 |
| 6 | Saturday, 23rd August, 2025 | 6 | 6 |
| 7 | Wednesday, 12th November, 2025 | 6 | 6 |
| 8 | Monday, 9th February, 2026 | 6 | 6 |
The Company has an optimum combination of executive and non-executive directors in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. As on March 31, 2026, the Companys Board comprises Six (6) Directors viz. five (5) Non-Executive where three (3) are Independent Directors and one (1) Executive Directors who is Managing Director. The Board has one Women Independent Directors. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Act. Further, none of the directors have been debarred from holding office as director by virtue of any order of the Securities and Exchange Board of India ("SEBI") or any other authority. The details of Board and Committees composition are available in the Corporate Governance Report, which forms part of this Annual Report.
The following changes took place in the composition of the Board of the Company after the end of the financial year under review and up to the date of the Board Report:
In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company Mr. Om Prakash Maheshwari [DIN-00185677] is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee through a resolution passed on August 12, 2026 approved the reappointment of Mr. Om Prakash Maheshwari [DIN-00185677], Chairman & Director, liable to retire by rotation and being eligible, offering himself for re-appointment subject to the approval of shareholders at the ensuing Annual General Meeting.
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
In accordance with the provisions of Section 149(7) of the Act read with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) of SEBI Listing Regulations, all Independent Directors have submitted the necessary declaration of independence, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. Further, the Independent Directors have also confirmed that they are not debarred from holding the office of director by order of SEBI or any other authority.
Further, the Independent Directors have affirmed that they have complied with the Code applicable for Independent Directors as stipulated under Schedule IV of the Act and pursuant to the provisions of the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 read with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have registered their name in the online data bank of Independent Directors maintained & administered by the Indian Institute of Corporate Affairs ("IICA") and paid the relevant fees. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the IICA, as notified under sub section (1) of Section 150 of the Act, the Company has taken on record the declarations/disclosures submitted by Independent Directors confirming that either they are exempt from appearing in the test or they have passed the exam as required by the IICA.
Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board all the Independent Directors are persons of integrity and has relevant experience and expertise (including proficiency) for being an Independent Directors of the Company.
In compliance with Schedule IV to the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on Monday, February 16, 2026, for the financial year 2025-26, with all the Independent Directors in attendance. The meeting was conducted without the presence of the Non-Independent Directors and members of the Management.
During the meeting, the Independent Directors, inter alia, evaluated the performance of the Non-Independent Directors and the Board as a whole, as well as the performance of the Chairperson of the Company, taking into consideration the views of the Executive Directors and Non-Executive Directors. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is essential for the Board to effectively and reasonably discharge its duties and responsibilities.
The evaluation was undertaken based on various parameters, including Board composition and quality, conduct and effectiveness of Board meetings and procedures, knowledge and skills, strategy formulation and execution, personal attributes, and other relevant factors. The Independent Directors expressed their satisfaction with the overall performance of the Board and the Non-Independent Directors of the Company.
The details of the familiarization programmes conducted for the Independent Directors, covering their roles, rights and responsibilities, the nature of the industry in which the Company operates, and other relevant matters, are available on the Companys website at https://cpedutech.in/policies/
During the year under review, Mr. Mahesh Bhangriya resigned from the position of Chief Financial Officer of the Company with effect from June 05, 2025. Subsequently, Mr. Rahul Rohira was appointed as the Chief Financial Officer of the Company with effect from June 28, 2025.
As at March 31, 2026, the following were the Key Managerial Personnel of the Company;
Mr. Pramod Kumar Maheshwari - Managing Director
Ms. Bhavika Sharma - Company Secretary & Compliance Officer
Mr. Rahul Rohira - Chief Financial Officer
There has been no change in the Key Managerial Personnel of the Company after the close of the financial year and up to the date of this Report.
M/s Rajvanshi & Associates Chartered Accountants (Firm Registration No. 005069C) were appointed as the Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting held on 16th September, 2025 to hold office from the conclusion of the 19th Annual General Meeting to the 24th Annual General Meeting to be held in the year 2030.
The Auditors Report on the financial statements of the Company for the financial year ended 31 March, 2026 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.
During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the rules made thereunder, and based on the recommendation of the Audit Committee and the Board of Directors, M/s Bharat Rathore & Associates, Practicing Company Secretary (Firm Registration No. - S2018RJ589300 and Peer review No. - 1713/2022), were appointed as the Secretarial Auditor of the Company on terms and conditions as mutually agreed upon between M/s Bharat Rathore & Associates and the Company to conduct Secretarial Audit and issue the Secretarial Compliance Report for the term of 5 (five) years from Financial Year April 1, 2025 to March 31, 2030. The appointment was approved by the shareholders by way of an Ordinary Resolution at the 19th AGM of the Company.
The Secretarial Audit Report for the financial year 2025-26, issued by M/s. Bharat Rathore & Associates, is annexed to this Report as Annexure-2. The said Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
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 as the Internal Auditors of the Company for the Financial Year 2025-2026. The scope and fee of internal audit was fixed by the Board on recommendation of the Audit Committee. The Internal Auditors present their audit report before the Audit Committee on a quarterly basis.
During the year under review, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Act are not applicable for the business activities carried out by the Company.
During the year under review, the Statutory Auditors and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee by its officers or employees as specified under Section 143(12) of Act.
Your Company has adopted a Code of Conduct for its Board of Directors and Senior Management Personnel, in accordance with the provisions of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Code reflects the Companys commitment to upholding the highest standards of ethical conduct, integrity, compliance, and accountability. It serves as a guiding framework to reinforce our core values and promote a culture of transparency and responsible governance. During the financial year under review, the Board of Directors and Senior Management Personnel have fully complied with the Code of Conduct, both in letter and in spirit. The code of conduct is available on the website of the company at https://cpedutech.in/wp-content/uploads/2025/07/Code-of-Conduct-for-Board-Members-and-Senior-management.pdf
Pursuant to Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company is required to be transferred to the Investor Education and Protection Fund ("IEPF").
During the financial year under review, no dividend amount was due for transfer to the IEPF, as the prescribed period of seven years had not elapsed in respect of any dividend declared and paid by the Company in previous years. Accordingly, the provisions of Section 125(2) of the Companies Act, 2013 were not applicable to the Company during the year.
There was no instance of one time settlement with any bank or financial institution.
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.
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, 2026 are set out in the Standalone Financial Statements forming part of this report.
All related party transactions (RPTs), which were entered into during the financial year 2025-26 were undertaken in the ordinary course of business and on an arms length basis. The Company has complied with the applicable provisions of Section 188 of the Companies Act, 2013, and the applicable requirements of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
During the year under review, the Company entered into material transactions with related parties, the details of which, as required under the applicable provisions of the Companies Act, 2013, are disclosed in Form AOC-2, annexed to this Report as Annexure-4. During the year 2025-26, as required under Section 177 of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were reviewed and approved by the Audit Committee. Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arms length basis in accordance with applicable provisions of the Companies Act, 2013, the rules made thereunder and the SEBI Listing Regulations.
The details of transactions with related parties, as required under the applicable Indian Accounting Standards ("Ind AS"), are disclosed separately in the Notes to the Financial Statements forming part of this Annual Report.
The Companys Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at https://cpedutech.in/policies/
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 employees listed in the said Annexure is a relative of any director of the Company. None of the employees holds (by himself or along with his spouse and dependent Children) more than two percent of the Equity shares of the Company. None of the Directors receives remuneration from the Subsidiary Companies.
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 are as follows:
Conservation of Energy:
| i | Steps taken or impact on conservation of energy | NA |
| ii | Steps taken by the Company for utilizing alternate source of energy | NA |
| iii | Capital investment on energy conservation equipments | NA |
Technology absorption:
| i | Efforts made towards technology absorption | NA |
| ii | Benefits derived like product improvement, cost reduction, production development or import substitution | NA |
| iii | In case of imported technology (imported during last three financial Years reckoned from the beginning of the financial year) | NA |
| a) The details of technology imported | NA | |
| b) The year of import | NA | |
| c) Whether the technology has been fully absorbed | NA | |
| d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof. | NA | |
| iv | The expenditure incurred on Research and Development | NA |
Foreign Earnings & Outgo:
| Sr. No. | Particulars | 2025-2026 (Rs. In Lakhs) | 2024-2025 (Rs. In Lakhs) |
| A | Total Earning for Foreign Exchange | 420.34 | 521.33 |
| 1 | FOB Value of Exports | 420.34 | 521.33 |
| 2 | Services rendered | NIL | NIL |
| B | Total Outgo in Foreign Exchange | NIL | NIL |
| 1 | Travelling expenses | NIL | NIL |
| 2 | Dividend payment | NIL | NIL |
| 3 | Other expenses | NIL | NIL |
The Board of Directors of the Company, functions either as full Board, or through various Committees constituted to oversee specific areas of business operations and Corporate Governance. Each Committee of the Board is guided by its terms of reference, which defines the composition, scope and powers of the Committee. The Committees meet at regular intervals, focus on their assigned areas and make informed decisions within the authority delegated to them. As on 31st March, 2026 the Board has 5 (five) Committees, namely:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
Corporate Social Responsibilities Committee
The Audit Committee currently comprises 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.
In terms of Circular dated 7th January, 2026 by National Financial Reporting Authority (NFRA), a Committee titled Those Charged with Governance (TCWG) was formed on 23rd March, 2026. The Chairman of the Committee is Mr. Amit Sethi and Members comprise of Mr. Lalit Modi, Mrs. Mohini Mahur, Mr. Om Prakash Maheshwari and Mr. Pramod Kumar Maheshwari, Directors of the Company. The two-way communication has been approved by the Committee, and the bi-annual meetings have been convened, as per the requirements of the aforesaid circular, as on the date of this report.
Your Company has established the Vigil Mechanism as per section 177(9) of the Companies Act, 2013 to encourage employees to report suspected legal violations, fraudulent or irregular conduct of an employee or business associate of the Company. Such incidents, if not reported would breach trust and endanger the Companys reputation. Through this mechanism, the Company provides a channel to the employees and Directors to report to the management about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.
The Company has a Vigil Mechanism/Whistle Blower Policy ("Policy") to deal with instances of fraud and mismanagement, if any. This Policy ensures that strict confidentiality is maintained whilst dealing with concerns and that no discrimination will be meted out to any person for a genuinely raised concern. Whistle Blower Policy & Vigil Mechanism as approved by Board is hosted on the website of the Company at https://cpedutech.in/wp-content/uploads/2025/07/Whistle-Blower-Policy.pdf
During the year, no whistle blower event was reported and mechanism is functioning well and no personnel has been denied access to the Chairman of Audit Committee.
Pursuant to the provisions of section 178 of the Companies Act, 2013, Securities and Exchange Board of India Guidance Note on Board Evaluation and Guide to Board Evaluation issued by The Institute of Company Secretaries of India, the Board of Directors has carried out an annual performance evaluation of its own performance, its Committees and the Directors individually including Independent Directors based out of the criteria and framework adopted by the Board. A structured questionnaire covering various aspects of evaluation of performance of the Board, its Committees and individual Directors (including independent directors) is put forth for completion of the evaluation process. The Nomination and Remuneration Committee has carried out evaluation of every directors performance. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee ("NRC"). During the year under review, a separate meeting of Independent Directors was held on Monday, February 16, 2026 for the Financial Year 2025-26 without the attendance of Non-Independent Directors and members of the Management. At this meeting, the Independent Directors inter alia evaluated the performance of Non-Independent Directors and the Board as a whole, and the performance of Chairperson (i.e. Managing Director who is the generally elected Chairperson of the Board Meeting) taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness flow of information between the Management and the Board which is necessary for the Board to effectively and reasonably perform its duties.
The criteria for performance evaluation of Committees, Board as a whole, Chairpersons, Independent Directors and other Directors provide certain parameters like:
Participation at the Board / Committee meetings;
Commitment (including guidance provided to senior management outside of Board/ Committee meetings);
Effective deployment of knowledge and expertise;
Updated knowledge/information pertaining to business of the company;
Effective management of relationship with stakeholders;
Integrity and maintaining of confidentiality;
Independence of behavior and judgment;
Impact and influence;
Ability to contribute to and monitor corporate governance practice; and
Adherence to the code of conduct for independent directors
The Directors expressed their satisfaction on the parameters of evaluation, the implementation of the evaluation exercise and the outcome of the evaluation process.
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, as applicable.
The Board of Directors has adopted a Nomination and Remuneration Policy, which sets out, inter alia, the criteria for determining the qualifications, positive attributes and independence of Directors, as well as other matters prescribed under the applicable provisions of the Companies Act, 2013.
Pursuant to Section 134(3)(e) of the Companies Act, 2013, the Companys Nomination, Remuneration Policy ("NRC Policy"), which, inter alia, sets out the criteria for appointment and remuneration of Directors, including the criteria for determining their qualifications, positive attributes and independence, as well as other matters specified under Section 178(3) of the Companies Act, 2013, is available on the Companys website at Nomination, Remuneration Policy.
Your Company has posted the following documents on its website https://cpedutech.in/
Code of Conduct and Ethics
Whistle Blower Policy
Related Party Transaction Policy
Corporate Social Responsibility
Familiarisation Programme.
Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders
Remuneration Policy
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.
During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations.
The Companys equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with the approval of the authorities effective from September 5, 2025.
Other than the above order, no other significant and material order(s) were passed by the Regulators or courts or tribunals. 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.
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 2026 in the prescribed form MGT-7 is disclosed on the website of the Company at https://cpedutech.in/
Your Company recognizes Corporate Social Responsibility ("CSR") as a strategic approach to create shared value and contributing to social and environmental well-being through impactful initiatives.
In compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted a Corporate Social Responsibility (CSR) Committee which defines the scope of the CSR Projects of the Company and its implementation as per Board approved CSR policy.
The Company is having CSR policy which sets out the objective, areas, activities and the manner in which the expenditure on CSR obligation would be carried out by the company and the same is available on the website of the company https://cpedutech.in/wp-content/uploads/2025/07/CPED-Policy-for-CSR.pdf
Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate Social Responsibility Policy), Rules, 2014, the composition of the CSR Committee, average net profits of the Company for the past three financial years, prescribed CSR expenditure and details of the amount spent by the Company on CSR activities during the year under review, have been included in Annual report on CSR attached as Annexure-1 to this report.
Further, in accordance with the rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY 2025-26.
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 & Redressal) 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 2025-2026:
| No. of complaints at the beginning of the year | Nil |
| No. of complaints Received during the year | Nil |
| No. of complaints disposed off during the year | Nil |
| No. of Complaints at the end of the year | Nil |
The Company remains committed to strengthening support for women employees and ensures compliance with the applicable provisions of the Maternity Benefit Act, 1961, supported by well-established policies, systems, and processes for sustained adherence.
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, 2026.
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 to other Members also to register themselves for receiving Annual Report in electronic form.
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
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.
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.
Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT") and amendments thereto, your Company has adopted the Code of Conduct for regulating, monitoring and reporting of trading by its designated persons and immediate relatives of designated persons ("Code") for prohibition of insider trading in the securities of the Company. The Code inter alia prohibits trading of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information ("UPSI") in relation to the Company during the period when the trading window is closed. The Company has also formulated a Code of practices and procedures for fair disclosure of UPSI and the said Code is uploaded on the Companys website and can be accessed at https://cpedutech.in/wp-content/uploads/2025/07/Code-of-practices-and-procedure-for-fair-disclosure-of-Unpublished-Price-Sensitive-Information.pdf
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.
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.
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 interventions through our various CSR programs.
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.
| Place: Kota (Rajasthan) | For and on behalf of the Board of Directors |
| Date: 12th August, 2026 | Career Point Edutech Limited |
| Sd/- | |
| Pramod Kumar Maheshwari | |
| Managing Director | |
| DIN: 00185711 |
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