We have audited the accompanying Standalone financial statements of
CAREER POINT EDUTECH LIMITED (the “Company"), which comprise
the Balance Sheet as at 31st March 2025 and the Statement of Profit &
Loss Account (Including other Comprehensive Income), the Statement
of Changes in Equity and the statement of Cash Flows for the year ended
31st March 2025, and a summary of the significant 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 Indian Accounting Standards prescribed under section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, ("Ind AS”) and other accounting principles generally accepted
in India, of the state of affairs of the Company as at March 31, 2025, the
Profit and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.
BASIS FOR OPINION
We had conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies Act,
2013. 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 financial statements under the provisions of
the Companies Act, 2013 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 audit
opinion.
EMPHASIS OF MATTERS
We draw your attention to:
a) Note No. 47 of the standalone financial statements, which
describes a significant transaction undertaken during the year in
pursuant to a Composite Scheme of Arrangement involving the
Company and its group entities. The said Scheme was approved by
the Board of Directors of the Holding Company "Career Point
Limited”, in its meeting held on 14th February 2023 and was
subsequently sanctioned by the Hon'ble National Company Law
Tribunal, Chandigarh Bench, through its final order dated 23rd
September 2024, passed under Sections 230 to 232, read with
Section 66 and other applicable provisions of the Companies Act,
2013, in Company Petition CP (CAA) No. 9/CHD/PB/2024. The
Scheme provided for the demerger of the education business
undertaking ("Demerged Undertaking”) from Career Point Limited
(the Demerged Company) into Career Point Edutech Limited (the
Resulting Company i.e. the reporting entity), and the amalgamation
of Srajan Capital Limited, a wholly owned NBFC subsidiary, with
Career Point Limited (the Transferee Company). The Appointed
Date for giving effect to the Scheme was determined as 1st April
2023, and the Scheme became effective upon filing of the NCLT
order with the respective Registrars of Companies.
The Company has accounted for the impact of the Scheme in
accordance with Indian Accounting Standard (Ind AS) 103 -
Business Combinations, read with Appendix C, which deals with
common control transactions. Accordingly, the pooling of interests
method has been applied. Under this method, the assets and
liabilities transferred to the Company from the Demerged
Undertaking have been recorded at their respective historical
carrying values as appearing in the books of the Demerged
Company, without any adjustments to reflect fair values or to
recognize goodwill. Further, since the transaction qualifies as a
business combination under common control, the standalone
financial statements of the Company have been restated
retrospectively as if the demerger had occurred at the beginning of
the earliest comparative period presented. Consequently, the
financial results for the year ended 31st March 2024 have been
restated to give effect to the demerger from 1st April 2023, the
Appointed Date.
The NCLT, in its detailed order, confirmed that all necessary
procedural and statutory requirements had been duly complied with,
including service of notices to key regulatory authorities such as the
Registrar of Companies (ROC), Regional Director (RD), Official
Liquidator (OL), Income Tax Department, Reserve Bank of India (RBI),
Securities and Exchange Board of India (SEBI), National Stock
Exchange (NSE), and Bombay Stock Exchange (BSE). Notably, no
adverse observations were received from any of the statutory
authorities, and the shareholders of the Demerged Company
approved the Scheme with a voting approval of over 99.99% in
favour. The NCLT observed that the Scheme is in compliance with
applicable legal requirements and is not prejudicial to the interests of
creditors, shareholders, or the public at large. The order further
provided that all benefits, liabilities, contracts, proceedings, and
employees pertaining to the Demerged Undertaking stand
transferred to and vest in the Resulting Company, with effect from
the Appointed Date, on a going concern basis.
Further, for the purpose of giving effect to the Scheme in the
standalone financial statements, the Company has accounted for
the assets and liabilities of the Demerged Undertaking based on the
carrying amounts as provided by the management of the Holding
Company as on the Appointed Date. Our audit was limited to the
accounting and presentation of such balances as per the Scheme.
We have not independently verified the underlying books or records
of the Demerged Undertaking and have relied on the management's
representations and information for the carrying values of the assets
and liabilities transferred.
b) We draw attention to Note No. 31 of the standalone financial
statements, which pertains to the ongoing arbitration proceedings
between the Company and Rajasthan Skill and Livelihoods
Development Corporation (RSLDC) regarding the DDU-GKY project.
The dispute originated from the invocation of a bank guarantee of Rs.
54.22 lakhs and a demand of Rs. 334.76 lakhs raised by RSLDC upon
termination of the project. The Company, having received Rs. 216.90
lakhs as the first instalment and having incurred Rs. 371.75 lakhs,
challenged the invocation and the demand through proceedings
under Section 9 of the Arbitration and Conciliation Act, 1996.
Pursuant to the order dated 17 March 2025, the Hon'ble Arbitrator
ruled partly in favour of the Company by quashing the said recovery
notice and awarding (i) Rs. 54.22 lakhs against the bank guarantee,
(ii) Rs. 100 lakhs towards investment, and (iii) Rs. 8 lakhs towards
litigation costs, along with simple interest at 9.25% p.a. from the date
of award if unpaid within 30 days. Management, based on legal
advice and facts of the case, continues to consider the receivable of
Rs. 213.41 lakhs as fully recoverable.
These matter are adequately disclosed in the accompanying standalone
financial statements.
Therefore our opinion is not modified in respect to above matters.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial
statements of the current period.
These matters were addressed in the context of our audit of the
standalone financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
1. Business Combination Under Common Control - Demerger of
Education Undertaking
[Refer to Note 47 to the Standalone Financial Statements]
Pursuant to the Order dated September 23, 2024, passed by the
Hon'ble National Company Law Tribunal, Chandigarh Bench, under
Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013, a Composite Scheme of Arrangement was
approved involving the demerger of the education business
undertaking ("Demerged Undertaking”) from Career Point Limited
(the Demerged Company) into its wholly owned subsidiary, Career
Point Edutech Limited (the Resulting Company and reporting entity).
The Appointed Date for giving effect to the Scheme was fixed as April
1, 2023.
As a result of the demerger, the Company accounted for the
transaction as a common control business combination in
accordance with Appendix C of Ind AS 103 - Business Combinations,
which governs accounting for transactions under common control.
The pooling of interests method was applied to account for the
transaction. The transaction required the retrospective restatement
of the Company's financial statements from the appointed date, April
1,2023, to reflect the effect of the demerger, including the recognition
of assets, liabilities, and reserves pertaining to the Demerged
Undertaking. Furthermore, the Company has allotted 1,81,92,939 fully
paid-up equity shares to the eligible shareholders of the Demerged
Company in accordance with the Scheme, resulting in the recognition
of negative capital reserve of ? 253.45 Lakhs directly in Other Equity.
Given the magnitude of the restructuring, the retrospective
restatement, and the complex application of Ind AS 103, this matter
has been identified as a Key Audit Matter due to its complexity and the
judgment involved in applying the appropriate accounting treatment.
Our audit procedures involved evaluating the Company's compliance
with the Scheme and the related accounting standard, and verifying
the accuracy of the accounting treatment adopted.
Audit Procedures Performed:
1. We obtained an understanding from management and assessed the
design and operating effectiveness of the internal controls
implemented by the Company relating to the accounting and
recognition of the business combination arising out of the demerger
approved under the Composite Scheme of Arrangement.
2. We reviewed the NCLT Order dated September 23, 2024, and traced
the accounting treatment of the demerger in the standalone financial
statements of Career Point Edutech Limited. We ensured compliance
with the terms of the Scheme and Ind AS 103, including Appendix C,
which governs transactions under common control.
3. We verified the transfer and recognition of assets, liabilities, and
reserves pertaining to the education business undertaking by
comparing them with the underlying books of account, audited
financial statements, and the trial balances of the Demerged
Undertaking as of the appointed date (April 1,2023).
4. We recomputed and independently verified the merger entries
recorded under the pooling of interests method, including the
restatement of comparative figures for FY 2023-24. We confirmed
that the assets and liabilities were recorded at their historical carrying
values without any revaluation or recognition of goodwill.
5. We reviewed management's computation of any adjustments made
directly in equity, including the amount credited to capital reserve, and
validated the consistency of the treatment with Ind AS 103, Appendix
C.
6. We evaluated the Company's judgment that the transaction qualifies
as a business combination under common control and concluded
that the accounting treatment adopted is appropriate based on the
control structure and substance of the transaction.
7. We assessed the adequacy and appropriateness of the disclosures
made in Note 47 of the standalone financial statements, including
those related to the impact on the current and comparative period
financial results, the accounting policy adopted, and the components
transferred under the Scheme.
Conclusion:
Based on the audit procedures performed, we conclude that the
accounting for the demerger of the education business undertaking
from Career Point Limited into Career Point Edutech Limited has been
appropriately carried out in accordance with Appendix C of Ind AS 103 -
Business Combinations. The financial statements reflect the
demerger's effect in a manner consistent with the Scheme approved by
the NCLT, and the accounting treatment, including the application of the
pooling of interests method, is in accordance with the relevant
accounting standards.
INFORMATION OTHER THAN THE STANDALONE FINANCIAL
STATEMENTS AND AUDITOR'S REPORT THEREON
The Company's Board of Directors is responsible for the other
information. 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 in the audit or otherwise appears
to be materially misstated. When we read Other Information, if we
conclude that there is a material misstatement therein, we are required
to report that fact.
We have nothing to report in this regard.
RESPONSIBILITIES 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 Companies Act, 2013 ("the Act”) with respect to
the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position and
financial performance, total comprehensive income, changes in equity
and cash flows of the Company in accordance with the Ind AS and other
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.
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, management 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 management either
intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.
AUDITOR'S RESPONSIBILITY FOR THE AUDIT OF THE STANDALONE
FINANCIAL STATEMENT
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 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 standalone
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.
From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit
of the standalone financial statements of the current period and are
therefore the key audit matters. We describe these matters in our
auditor's report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.
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 Companies Act, 2013, we give in
the "Annexure A” statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.
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, except for the matters stated in
paragraph 2(i)(vii) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (as amended) ("the
Rules”).
(c) The Company does not have any branch offices and hence
provisions of Section 143(8) are not applicable.
(d) The Balance Sheet & the Profit & Loss Account including Other
Comprehensive Income, the Cash Flow Statement and the
Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account.
(e) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
(f) On the basis of the written representations received from the
directors as on 31st March 2025 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March
2025 from being appointed as a director in terms of Section 164
(2) of the Act.
(g) In our opinion and according to the information and explanation
given to us, the remuneration paid during the current year by the
Company to its directors is in accordance with the provisions of
and the limits laid down under section 197 read with Schedule V of
the Act.
(h) Since the Company's turnover as per last audited financial
statements is less than Rs. 50 Crores and its borrowings from
banks and financial institutions at any time during the year is less
than Rs. 25 Crores, the Company is exempted from getting an
audit opinion with respect to the adequacy of the internal financial
controls over financial reporting of the company and the operating
effectiveness of such controls vide notification dated June 13,
2017.
(I) 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, 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 standalone financial statements - Refer
Note No. 29 to the standalone financial statements;
ii. The Company has made provision, as required under the
applicable law or Indian accounting standards, for material
foreseeable losses, if any, on long-term contracts
including derivative contracts.
iii. The Company is not required to transfer any amount to the
Investor Education and Protection Fund account.
iv. The management of the Company has represented that, to the
best of its knowledge and belief, as disclosed in the Note 45(v) to
financial statements, 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:
• Directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever ("Ultimate Beneficiaries”) by
or on behalf of the Company or
• Provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.
v. The management of the Company has represented, that, to the
best of its knowledge and belief, as disclosed in the Note 45(vi) to
the financial statements, 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:
• Directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever ("Ultimate Beneficiaries”) by
or on behalf of the Funding Parties; or
• Provide any guarantee, security or the like from or on behalf of
the Ultimate Beneficiaries.
vi. Based on such audit procedures as 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)(iv) and (i)(v) contain any material mis-statement.
vii. The reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 is applicable from April 01, 2023. Based
on our examination which included test checks, the Company has
used accounting software for maintaining its books of account,
which have a feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all relevant
transactions recorded in the respective software. Further, for the
periods where audit trail (edit log) facility was enabled and
operated throughout the year for the respective accounting
software, we did not come across any instance of the audit trail
feature being tampered with
viii. With respect to the other matters to be included in the Auditor's
Report in accordance with the requirements of section 197(16) of the
Act, as amended: 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.
For Rajvanshi & Associates
Chartered Accountants
Firm Reg. No.: 005069C
(Prakshal Jain)
Partner
Membership No.: 429807
UDIN:25429807BMHSLQ8727
Place: Kota
Date: 30.05.2025
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