We have audited the accompanying standalone financial
statements of CP Capital Limited (erstwhile Career Point Limited)
(“the Company"), which comprise the Standalone Balance Sheet
as at 31 March, 2025 and the Standalone Statement of Profit and
Loss (including Other Comprehensive Income), Standalone
Statement of Changes in Equity and the Standalone Statement of
Cash Flows for the year then ended, and notes to the standalone
financial statements including a summary of the material
accounting policies and other explanatory information
(hereinafter referred to as the “standalone financial statements").
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 (“the Act") in the manner so required and
give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of
the Company as at 31 March, 2025 and its profit (including Other
Comprehensive Loss), its changes in equity and its cash flows
for the year ended on that date.
II. Basis for Opinion
We conducted our audit in accordance with the Standards on
Auditing (SAs) as specified under section 143 (10) of the Act. Our
responsibilities under those Standards are further described in the
‘Auditor's Responsibilities for the Audit of the Standalone Financial
Statements' section of our report. We are independent of the
Company in accordance with the ‘Code of Ethics' issued by the
Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
III. Key Audit Matters
We have determined that there are no key audit matters to be
communicated in our report.
IV. Emphasis of Matter
We draw attention to the Note 35 to the standalone financial
statements, regarding amalgamation of Srajan Capital Limited into
CP Capital Limited and demerger of education business of CP
Capital Limited into Career Point Edutech Limited on going concern
basis under the Composite Scheme of Arrangement (the ‘Scheme')
as approved by the Hon'ble National Company Law Tribunal
(‘NCLT') with an appointed date of 1 April, 2023, and the accounting
of the same in the standalone financial statements and
restatement thereof, as fully described in the said note.
Our opinion is not modified in respect of above matter.
V. Information other than the Standalone Financial Statements and
Auditors' Report Thereon
The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board's Report including annexures to
Board's Report, Report on Corporate Governance and
Shareholder's Information but does not include the Standalone
Financial Statements and our auditor's report thereon, which is
expected to be made available to us after the date of this Auditor's
Report.
Our opinion on the Standalone Financial Statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so,
consider whether the other information is materially inconsistent
with the Standalone Financial Statements or our knowledge
obtained during the course of our audit or otherwise appears to be
materially misstated.
When we read the other information if we conclude that there is a
material misstatement therein, we are required to communicate the
matter to those charged with governance.
VI. Responsibility of Management and Those Charged with
Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Act with respect to the preparation of
these Standalone Financial Statements that give a true and fair
view of the financial position, financial performance including other
comprehensive income, changes in equity and cash flows of the
Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (“Ind
AS") notified under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 as amended from time
to time.
This responsibility also includes 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 frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, the Board of
Directors is responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but
to do so.
The Board of Directors are also responsible for overseeing the
Company's financial reporting process.
VII. Auditor's Responsibilities for the Audit of the Standalone Financial
Statements
Our objectives are to obtain reasonable assurance about whether
the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
standalone financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
- Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
- Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(I) of the Companies Act,
2013, we are also responsible for expressing our opinion on
whether the Company has adequate internal financial controls
system in place and the operating effectiveness of such
controls.
- Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related
disclosures made by management.
- Conclude on the appropriateness of management's use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures
in the standalone financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.
Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable that the
economic decisions of a reasonably knowledgeable user of the
financial statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the scope of our audit
work and in evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that
we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
VIII. Other Matter
We draw attention to the fact that the corresponding figures for the
year ended 31 March, 2024 are based on the financial statements
which were audited by the predecessor auditor M/s. Lodha & Co
LLP, who had expressed unmodified opinion thereon vide their
audit report dated 27 May, 2024, after restatement in accordance
with the Composite Scheme of Arrangement as mentioned in
“Emphasis of Matter" section of this report.
Our opinion is not modified in respect of above matter.
IX. Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor's Report) Order, 2020
(“the Order") issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure-
‘A', a statement on the matters specified in
paragraphs 3 and 4 of the Order.
2) As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books.
c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of
Change in Equity and the Standalone Statement of Cash
Flows dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards (“Ind AS") notified under Section 133 of the
Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time.
e) On the basis of the written representations received from
the directors as on 31 March, 2025 taken on record by the
Board of Directors, none of the directors is disqualified a
on 31 March, 2025 from being appointed as a director in
terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate report in Annexure-‘B';
g) In our opinion and to the best of our information and
according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions of
Section 197 of the Act.
h) With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as
amended, in our opinion and to the best of our
information and according to the explanations given to
us:
i. The Company has disclosed the impact of pending
litigations on its financial position in its financial
statements - Refer Note 33 to the Standalone Financial
Statements
ii. The Company did not have any long-term contracts
including derivative contracts for which there were any
material foreseeable losses.
iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.
iv. a) The management has represented that, to the best of
its knowledge and belief, no funds have been advanced
or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by
the Company to or in any other persons or entities,
including foreign entities (“Intermediaries"), with the
understanding, whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;
b) The management has represented, that, to the best of its
knowledge and belief, no funds have been received by
the Company from any persons or entities, including
foreign entities (“Funding Parties"), with the
understanding, whether recorded in writing or otherwise,
that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and
c) Based on such audit procedures that we have considered
reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.
v. (a) The dividend paid during the year (for FY 2023-24) by
the Company is in compliance with section 123 of the
Companies Act, 2013.
(b) The interim dividend declared and paid by the Company
during the year and until the date of this report is in
compliance with Section 123 of the Act.
(c) The Board of Directors of the Company have proposed
dividend for the year which is subject to the approval of
the members in the ensuing General meeting. The
amount of dividend proposed is in accordance with
section 123 of the Companies Act, 2013.
vi. Based on our examination, which included test checks,
the Company has used accounting software for
maintaining its books of account for the financial year
ended 31 March, 2025 which has a feature of recording
audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software except in certain components
where the audit trail were not operating due to system
limitations, as described in Note 51 to the standalone
financial statements. Further, during the course of our
audit we did not come across any instance of the audit
trail feature being tampered with and the audit trail has
been preserved by the Company as per the statutory
requirements for record retention.
For S. P. Chopra & Co.
Chartered Accountants
Firm Regn. No. 000346N
(Gautam Bhutani)
Partner
M. No. 524485
UDIN: 25524485BMIFXK2371
Place : Kota
Dated: 30 May, 2025
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