The Board of Directors ("Board”) of CP Capital Limited (erstwhile Career Point Limited) ("Company”) with immense pleasure present their twenty fifth
(25th) annual report 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 Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian
Accounting Standards ("Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).

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

(' In Lakhs)

Upon the Scheme becoming effective, Srajan Capital Limited
("SCL") (the Transferor Company) was amalgamated into CP
Capital Limited (erstwhile Career Point Limited ("CPCL") (the
Transferee Company/ the Demerged Company) and the Education
business of CPCL 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

CP Capital 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 13.08.2024 for the financial year 2024-25 of
Rs. 1.00 (Rupees One) per equity share of face value Rs 10.00 each
(i.e.10%), second interim dividend on 11.11.2024 for the financial year
2024-25 of Rs. 1.00 (Rupees One) per equity share of face value Rs
10.00 each (i.e.10%) and third interim dividend on 14.02.2025 for the
financial year 2024-25 of Rs. 1.00 (Rupees One) per equity share of
face value Rs 10.00 each (i.e.10%). Also, the Company declared final
dividend on 05.08.2024 for the financial year 2023-24 of Rs.1.00
(Rupees One) per equity share of face value Rs. 10.00 each (i.e.10%).

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

The paid-up equity share capital of the Company as on March 31,
2025 was ? 1,819 Lakhs comprising of 1,81,92,939 equity shares
having face value of ? 1 each. During the year, the Company had
neither issued any shares nor instruments convertible into equity
shares of the Company or with differential voting rights.

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, Srajan Capital Limited ("SCL")
(the Transferor Company) was amalgamated into CP Capital
Limited (erstwhile Career Point Limited ("CPCL") (the Transferee
Company/ the Demerged Company) and the Education business of
CPCL 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).

Further, your Company is registered as a non-deposit taking Non¬
Banking Financial Company (NBFC) pursuant to the Certificate of
Registration No. N-06.00629 dated April 01, 2025, issued by the
Reserve Bank of India under Section 45-IA of the Reserve Bank of
India Act, 1934. It is classified as an NBFC - Investment and Credit
Company (NBFC-ICC) in accordance with the Master Direction -
Reserve Bank of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023.

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") (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 and the
Srajan Capital Limited ("SCL”) (Transferor company) amalgamated
with the Company. Your Company has three Subsidiaries (including
two step down Subsidiary Companies) and one Associate Company
as under:

(1) One Subsidiary Companies i.e. Career Point Infra Limited

(2) Two Step down Subsidiary Company i.e. Coupler
Enterprises Private Limited and Srajan Agritech Private Limited
(Subsidiary of Career Point Infra Limited)and;

(3) One Associate Companies Imperial Infin Private Limited

A separate statement in Form AOC -1 containing the salient features
of Financial Statements of all subsidiaries & associates 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://cpcapital.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
www.cpcapital.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://cpcapital.in/.

16. Details of Board Meetings

The Board of Directors met six (6) 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 nine
members comprising of three Executive Directors and six Non¬
Executive Directors wherein five are Independent Directors. The
Board has two Women Independent Directors. 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 Mr. Om Prakash Maheshwari [DIN-00185677] and Mr.
Nawal Kishore Maheshwari [DIN-00185762], are liable to retire by
rotation at the ensuing Annual General Meeting (AGM) and being
eligible, offers themself for re-appointment. The Board
recommends their re-appointment.

Mr. Nikhar Jain (DIN 10198103) was appointed as Additional and
Non-Executive Independent Directors on the Board of the Company
w.e.f November 11, 2024. At the Postal Ballot process held on
February 03, 2025 the Members approved his appointment as
Independent Directors of the Company for a period of 5 years i.e.,
from November 11,2024 to November 10, 2029.

Further, as reported last year, Mrs. Divya Sodani (DIN: 08045653)
reappointed as a Non-Executive Independent Director of the
Company for a further period of 5 (Five) years. At the 24th AGM held
on August 05, 2024 the Members approved her re-appointment
them for second term of 5 years effective from June 24, 2025 to
June 23, 2030.

Further, Mr. Jagdish Prasad Sarda Independent Director has
resigned from Directorship of the Company May 03, 2025.

The Board places on record its sincere appreciation for
contributions and extends gratitude to Mr. Jagdish Prasad Sarda for
his invaluable service as Directors on the Board. His insightful
contributions have played a pivotal role in steering the Company's
strategic direction and fostering growth.

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://cpcapital.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, there was no change in the Key
Managerial Personnel ('KMP') of the Company. As at March 31,

2025, the following are the KMP of the Company: Mr. Pramod Kumar
Maheshwari, Chairman and Managing Director & CEO; Mr. Om
Prakash Maheshwari, Executive Director & CFO; Mr. Manmohan
Pareek, Company Secretary & Compliance Officer.

20. Auditors:

(a) Statutory Auditors:

M/s Lodha & Co. LLP, Chartered Accountants (Firm Registration No.
3010SE/E300284), New Delhi were appointed as the Statutory
Auditors of the Company for a term of five years at the 22nd Annual
General Meeting, to hold office until the conclusion of the 27th
Annual General Meeting.

However, M/s Lodha & Co. LLP, vide their letter dated 11 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 number of audits as per the
guidelines issued by RBI (Notification Ref. No. DoS.CO.ARG/
SEC.01/08.91.001/2021 -22dated April 27, 2021. 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.

As per the requirements under Clause 6(A) and 6(B) of the SEBI
Circular No. CIR/CFD/ CMD/1/114/2019 dated 18 October, 2019,
the outgoing auditors submitted the limited review report for the
quarter and half year ended 30 September, 2024.

Subsequently, based on the recommendations of the Audit
Committee, the Board of Directors recommended to members for
appointment of M/s S P Chopra & Co., Chartered Accountants (Firm
Registration No. 000346N) as the Statutory Auditors of the Company
to fill the said casual vacancy through Postal Ballot Process until the
conclusion of the 25th Annual General Meeting to be held for the
financial year 2024-25. The said appointment was approved by the
members of the Company through a postal ballot process
concluded on 03 February, 2025 authorizing M/s. S P Chopra & Co. to
conduct the statutory audit of the Company for the financial year
2024-25.

Further, it is proposed to appoint M/s S P Chopra & Co., as the
Statutory Auditors of the Company for a term of 5 years to conduct
the Statutory Audit, commencing from the 25th Annual General
Meeting to the 30th Annual General Meeting subject to approval of
Shareholders by way of Ordinary resolution as proposed in the
Notice of 25th Annual General Meeting of the Company.

M/s S P Chopra & Co., 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 and guidelines issued
by the Reserve Bank of India for appointment of Statutory central
auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks and
NBFCs.

The Company has received eligibility and willingness for
appointment as prescribed under Section 139 (1) of the Companies
Act, 2013 and as per applicable provisions of RBI Guidelines from
M/s. S P Chopra & Co., 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 Secretaries 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 - 2A. The said Secretarial Audit Report does not contain
any qualification, reservations, adverse remarks and disclaimer.

As per regulation 24(1) of SEBI Listing Regulations, the Company is
required to annex the secretarial audit report of its material unlisted
subsidiary to its Annual Report. Career Point Infra Limited has been
identified as Material Unlisted Subsidiary of the Company for FY 24¬
25 and accordingly the Company is annexing the Secretarial Audit
Report of Career Point Infra Limited as Annexures 2B.

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 25th Annual General Meeting to the
30th Annual General Meeting subject to approval of Shareholders by
way of Ordinary resolution as proposed in the Notice of 25th 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 as 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 NOTE 8, 9 and 11 to 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 in that regard. During the year 2024-25, 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 arm's length basis in accordance with the provisions of
Companies Act, 2013 read with the Rules issued there under the
Companies Act & the Listing Regulations. 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://cpcapital.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 Mrs. Divya Sodani as
Chairman of the Audit Committee with other members being Ms.
Neha Garg, Mr. Om Prakash Maheshwari and Mr. Nikhar Jain.
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 and SEBI
Listing Regulations, 2015, 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://cpcapital.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.

Further, your Company is registered as a non-deposit taking Non¬
Banking Financial Company (NBFC) pursuant to the Certificate of
Registration No. N-06.00629 dated April 01, 2025, issued by the
Reserve Bank of India under Section 45-IA of the Reserve Bank of
India Act, 1934. It is classified as an NBFC - Investment and Credit
Company (NBFC-ICC) in accordance with the Master Direction -
Reserve Bank of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 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://cpcapital.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://cpcapital.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 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, Srajan Capital Limited, a wholly owned
subsidiary and a registered Non-Banking Financial Company
(NBFC), was merged into its holding company, CP Capital Limited

(erstwhile Career Point Limited). This merger marked the
consolidation of the NBFC operations under a single umbrella,
aimed at simplifying the group structure and leveraging synergies
across the financial services domain.

The said NCLT order dated October 22, 2024, also sanctioned a
composite scheme of arrangement involving:

• Merger of Srajan Capital Limited (Transferor Company) into CP
Capital Limited (erstwhile Career Point Limited) (Transferee
Company/Demerged Company), and

• 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:

• CP Capital Limited has become a focused financial services and
investment entity.

• The education business has been ring-fenced under a separate
legal entity, Career Point Edutech Limited, enabling sharper
strategic and operational focus in both education and finance
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 financials reflect the absorption of Srajan Capital's financials
into CP capital Limited (erstwhile Career Point Limited).

• 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.

These changes have resulted in a reclassification of segment
revenue, expenses, assets, and liabilities, clearly separating
financial services from educational operations in accordance with
the applicable lndian Accounting Standards (lnd AS).
Post-restructuring, CP Capital Limited is well-positioned to leverage
its sharpened strategic focus in financial services. With the NBFC
license now operational through CP capital Limited, the Company
aims to:

• Expand lending operations in niche segments.

• Enhance technology integration for scalable NBFC operations.

• Pursue growth through inorganic and organic initiatives in
financial and allied sectors.

The demerger of the education business is expected to foster
independent growth trajectories for both education and finance
domains under their respective entities, allowing for better
governance, agility, and sector-specific capital allocation.

Further, your Company is registered as a non-deposit taking Non¬
Banking Financial Company (NBFC) pursuant to the Certificate of
Registration No. N-06.00629 dated April 01, 2025, issued by the
Reserve Bank of India under Section 45-IA of the Reserve Bank of
India Act, 1934. It is classified as an NBFC - Investment and Credit
Company (NBFC-ICC) in accordance with the Master Direction -
Reserve Bank of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023.

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 Wholly Owned Subsidiary
Srajan Capital Limited (SCL) (Transferor Company), Holding
Company CP Capital Limited (Erstwhile Career Point Limited)
("CPCAP”) {Transferee Company/Demerged Company) and Wholly
Owned Subsidiary 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://cpcapital.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
Pramod Kumar Maheshwari

Place: Kota (Rajasthan) DIN: 00185711

Date: 13^th August, 2025 Chairman, Managing Director and CEO