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 Company's financial results for the financial year 2024-25 on standalone basis are as follows:

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 Company's 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
Company's 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 Company's 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 Company's 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 Auditor's 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 arm's 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 Company's 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. Stakeholder's 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 Company's
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 Board's 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 Company's
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 it's 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 Company's 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 Company's 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 hon'ble 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 Company's 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 Hon'ble 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 Hon'ble 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 Company's website https://cpedutech.in/
as an annexure to the Board's 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 Board's 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

Place: Kota (Rajasthan) DIN: 00185677

Date: 23 August, 2025 Chairman