CP Capital Limited Forensic Report - SOIC x StockScans Report

as of Sep 2026

CP Capital's record carries seven straight years of unqualified audit opinions, but the numbers behind that clean signature tell a harder story. Related-party loans have nearly quadrupled in a year, a ₹43.97 crore loan to a trust was written off only after being fully impaired, and operating cash flow has covered barely half of reported EBITDA over the last decade.

Key findings

  1. Related-party loans and advances have surged to ₹130.39 crore in FY26 while a subsidiary's ₹43.97 crore related-party loan sits fully provided as NPA since FY21 Major - Consolidated related-party loans receivable rose from ₹36.54 crore in FY25 to ₹130.39 crore in FY26, a \~257% year-on-year increase. Standalone related-party loans receivable rose from ₹28.93 crore to ₹106.28 crore, a 267% jump. The FY26 AGM notice admits "past defaults that are no longer subsisting and have been cured or regularized need not be disclosed".
  2. A ₹43.97 crore related-party loan to Proseed Foundation Trust was technically written off only after being fully impaired, with recovery now pursued through commercial court litigation Major - On 14 August 2026, the Board approved a technical write-off of the ₹43.97 crore loan from PFT, with ₹21.22 crore recovered till June 2025 booked against interest accrued during the NPA period. Legal proceedings Case No. 81/2026 were filed against PFT before the Commercial Court, Kota, Rajasthan, pending as of 14.08.2026. Srajan Capital Limited had carried this fully provided related-party loan as degraded NPA from FY21 through FY24.
  3. Operating cash flow has repeatedly failed to cover reported profit, with cumulative CFO at only 52% of EBITDA and negative CFO in two of the last three reported years Major - Cumulative CFO/EBITDA over the measured 10-year history was 0.52x, with cumulative CFO of ₹169 crore against cumulative operating profit of ₹323 crore. In FY2024-25, the company reported PAT of ₹38.12 crore but negative CFO of ₹-18.95 crore, a CFO/PAT ratio of -0.50x. In FY2023-24, PAT was ₹43.46 crore with negative CFO of ₹-25.73 crore, a ratio of -0.59x.
  4. CP Capital's group shape has been repeatedly redrawn through schemes, withdrawals, and NBFC registration transfers, leaving a shrinking subsidiary set whose key lending vehicle carried a ₹177.64 crore exposure with no provision Major - As at FY2025-26, the group had shrunk to one wholly owned subsidiary, two step-down subsidiaries, and one associate. In FY2020-21, the company's total exposure in subsidiary Srajan Capital Limited was ₹177.64 crore, against which no provision was made despite the subsidiary degrading 15 accounts amounting to ₹45.3 crore to NPA, including one related-party account of ₹43.97 crore. Srajan Capital surrendered its RBI registration after the merger scheme with CP Capital became effective, with CP Capital granted a fresh Certificate of Registration w.e.f. 1 April 2025.
  5. CP Capital's reported profits are shaped by a multi-year restructuring that reclassified its business, restated comparatives, and booked exceptional gains, while its cash conversion lags reported earnings Major - FY25 standalone PAT of ₹40.65 crore included two exceptional items aggregating ₹10.50 crore; normalized FY25 standalone PAT excluding these was approximately ₹30.15 crore, against FY26 standalone PAT of ₹31.53 crore. The Composite Scheme of Arrangement approved by NCLT on 23 September 2024 amalgamated Srajan Capital into CP Capital and demerged the education business into Career Point Edutech Limited. The group converted fixed land at DhakarKhedi, Kota into stock-in-trade at a fair market value of ₹22.71 crore against a cost of ₹5.28 crore.
  6. Statutory auditor Lodha & Co. LLP resigned mid-term in November 2024 citing RBI audit-number limits, and CP Capital replaced it with S P Chopra & Co., first to fill the casual vacancy and then for a five-year term Major - Lodha & Co. LLP resigned effective 11 November 2024, citing RBI guidelines on number of audits. S P Chopra & Co. was appointed to fill the casual vacancy effective 03 February 2025. At the 25th AGM held on 29 September 2025, shareholders approved S P Chopra & Co. for five consecutive years until the conclusion of the 30th AGM, with 99.99% votes in favour.
  7. Seven consecutive years of unqualified audit opinions on standalone and consolidated financials, with recurring audit-trail exceptions at the holding company and a persistent reliance on other auditors for a large subsidiary tail Major - The standalone and consolidated financial statements for FY ended 31 March 2026 received unqualified opinions from S. P. Chopra & Co.. The audit trail facility in the accounting software of the Holding Company was not operating in certain components due to system limitations for FY2026, FY2025, and part of FY2024, with no instance of tampering found. The consolidated financials for FY2026 included one subsidiary not audited by the principal auditor with total assets of ₹149.87 crore, against nine subsidiaries with total assets of ₹593.26 crore in FY2024.
  8. Reported consolidated debt of ₹77.21 crore sits against a multi-year web of promoter-guaranteed borrowings, pledged investments, and corporate guarantees, while the company's own disclosures show cumulative operating cash flow covering barely half of reported EBITDA Major - CP Capital reported consolidated total debt of ₹77.21 crore against net worth of ₹572.92 crore, a Debt-to-Equity ratio of 0.13x, as at 31 March 2026. The FY2020-21 consolidated financials disclosed a corporate guarantee of ₹35 crore on behalf of loan facilities availed by Career Point University, Kota. The Kotak Bank working capital term loan of ₹1.09 crore as at 31 March 2026 carried personal guarantees by Mr. Om Prakash Maheshwari and Mr. Pramod Maheshwari.

What to watch

Bottom line: This is an audited record with a clean opinion every year, but the cash behind the profit has been thin for a decade, and the related-party web is wide and growing. The risk is concentrated in how money moves within the group, loans to related parties, guarantees for related universities, and a subsidiary that carried a bad loan for years without a provision. Watch the PFT litigation and the next year's cash conversion to see whether the pattern holds.