The Board of Directors ("Board") of Career Point Limited ("Company ') with immense pleasure present their twenty third report on the business and operations of your Company for the financial year 2022-23. This Report is being presented along with the audited financial statements for the year.

1. Financial Highlights

The highlights ofyour Company sfinancial results for the financial year 2022-23 on stanoalone basis are as follows:

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 2022-23 have been detailed out in the Management Discussion and Analysis Report which forms part of Directors' Report.

3. Dividend

Career Point has endeavored to retain a balance b/ providing an appropriate return to the Shareholders while simultaneously retaining a reasonaole portion of the profit to maintain healthy financial leverage with a view to suoport and fund the future plans.

The Board of Directors had declared the interim dividend for the financial year 2021-22 of Rs. 1.00 per share of face value Rs 10.00 each (l.e.10%). Also, the Beard at its meeting held on May 29, 2023 has recommended a dividend of Rs.1.00 per share of face value Rs. 10.00 each (l.e.10%) and the same Is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on September 28, 2023. The proposed final dividend payout will absorb an amount of Rs. 1,81,92,939/- (Rupees One Crore Eighty One Lakhs Ninety Two Thousand Nine Hundred Thirty Nine Only).

4. Material Changes and Commitments, if any, affecting the Financial Position between the end of the Financial Year and the date of Report :

There are no material changes and commitments affecting the financial position of the company between the end of financial year and the date of report.

5. 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

6. Subsidiary Companies

As on March 31, 2023 your Company has Nine Subsidiaries (including two step down Subsidiary Companies) and one Associate Company asunder:

(1) Seven Suosidiary Companies l.e. Career Point Infra Limited, Career Point Edutech Limited, Career Point Learning Solutions Limited (Formerly known as Gyan Eduventure Private Limited), Career Point Accessories Private Limited, Srajan Capital Limited, Career Point Institute of Skill Development Private Limited and Edutiger Private Limited

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

(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 upto the date of the Annual General Meeting ('AGM') as required under Section 136 of the Companies Act, 2013.

Any member desirous of ootaining a copy of the said Financial Statements may Write to the Company Secretary at the Corporate Office ofyour 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 www.cpil.in.

7. Financial Position and Performance of Subsidiaries & Associates

In terms of Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the financial position and performance of subsidiaries in form AOC-1 is given as an Annexure-3.

8. 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

9. 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), 2035. In compliance with the SEBI (Listing obligation and disclosure requirements), 2015,3 separate report of the Directors on Corporate Governance Is given as a separate section titled 'Report on Corporate Governance¹, 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.

10. Management Discussion and Analysis Report

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31, 2023, 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.

11. Directors' Responsibility Statement

Pursuant to the requirements of Section 134 of the Companies Act, 2013 and to the best of their knowledge & belief and according to the information and explanations obtained, your Directorsstate that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed 3nd proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and Judgments and estimates made 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 of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the orovisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) requisite internal financial controls were laid down and that financial control are adequate and are operating effectively;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively

12. 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. LIP (Formerly known as BDG & ASSOCIATES). Chartered Accountants, Kota, is the internal auditor of the Company, who conducts audit and submit quarterly reports to the Audit Committee.

13. 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 www.cpil.ln.

14. Details of Board Meetings

The Board of Directors met five (5) times in the year 2022-23. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

15. Directors

As of 31st March, 2023 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 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 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, Mahesh Gupta, Independent Director has resigned from Directorshio of the Company w,e,f.2nd March, 2025 and Mr. Vishal Jain Independent Director has resigned from Directorship of the Company \v.e.f.3rd August, 2023.

The Nomination and Remuneration Committee and the Board cf Directors at their meetings held on 14th August, 2023 appointed Mr. Akshya Gupta, Ms. Nena Garg and Mr. Sanjay Khandelwal as Independent Directors (Additional) and further recommended and approved the appointment of Mr, Akshya Gupta, Ms. Neha Garg and Mr. Sanjay Khandelwal as Independent Directors of the Company fo^ a period of 5 (Five) years w.e.f. 15th August, 2023 subject to approval of Members at the ensuing AGM.

The tenure of Mr Om Prakash Maheshwari as a Whole Time Director and Chief Financial Officer of the Company, Mr. Nawal Kishore Maheshwari as a Whole Time Director of the Company will expire on 31st March, 2024 and Mrs. Neelima Maheshwari as a Non- Executive Non-Independent Director of the Company will expire on 25st September, 2024, The Nomination and Remuneration Committee and the Board of Directors at their meetings held on 14th August, 2023 recommendeo and approved the re-appointment of and payment of remuneration to Mr. Om Prakash Maheshwari as an Whole Time Director and Chief Financial Officer of the Company. Mr. Nawal Kishore Maheshwari as an Whole Time Director of the Company and Mrs. Neelima Maheshwari as an Non Executive Non-Independent Director of the Company for a further period of 5 (Five) years subject to approval of Members at the ensuing AGM Terms and

conditions for his re-appointment are contained In the Explanatory Statementforming part of the Notice of this AGM.

The Board recommends the appointment / re-appointment of above Directors for your approval Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice ol theensuIngAnnualGeneral Meeting.

16. 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(lJfbJ 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 www.cpil.in.

17. Key Managerial Personnel

During the year under review, there was a change in the Key Managerial Personnel ('KMP') of the Company wherein Mr. Tarun Kumar Jain. Company Secretary & Compliance Officer of the Company has resigned with effect from June 29, 7.027. and Mr Manmohan Pareek appointed as Company Secretary and Compliance Officer of the Company with effect from August 13, 2022. As at March 31, 2023, the following are the KMP of the Company: Mr. Pramod Maheshwari, Chairman and Managing Director & CEO; Mr. Om Prakash Maheshwari, Executive Director & CFO; Mr. Manmohan Pareek, Company Secretary & Compliance Officer. 2i

18. Auditors:

(a) Statutory Auditors:

M/s. Lodha & Co. were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 26th September, 2017 for a first term of five consecutive years. And further re- appointed for a second term of 5 years from the conclusion of 22nd AGM till the conclusion of 27th AGM of the Company to be heid in the year, 2027. The Report given by the Auditors on the Financial Statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

(b) Secretarial Auditors:

M/s Bharat Rathore & Asscociates, Practicing Company Secretaries carried out the Secretarial Audit during the year. The Board of Directors has appointed M/s Bharat Rathore & Asscociates, Secretarial Auditor for 2022-23. The Secretarial Audit report is annexed herewith as Annexure 2 to the Report.

(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. LIP as the Internal Auditors of the Company for the Financial Year 2022-2023. 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 2022-23. Therefore Comoany has not appointed

Particulars of foreign currency earnings and outgo during the year: Nil.

24. Composition of Audit Committee

Audit Committee currently comprises of Mr. Pawan Kumar Lalpuria as Chairman of the Audit Committee with other members being Ms. Divya Sodam, Mr. Om Praksash Maheshwarl. Mr. Ram 5waroop Chaudhary and Mr. Jagdish Prasad Sarda, Further details relating to the Audit Committee are provided In the Corporate Governance Report, which forms part of this report.

25. Vigil Mechanism

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 behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism under the policy has been appropnately communicated within the organisation. The Whistle Blower Policy Is available on the website of the Company.

26. 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.

27. 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.

28. Policies of the Company

/our Company has posted the following documents on it’s website www.cpil.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 ofTrading by insiders

7. Remuneration Policy

29. Human Resource and Employee's Stock Option Scheme Your Company has been able to create and continuously Improve a favorable work environment that encourages innovation and

meritocracy at all levels. Employees' relations remained cordial at all the Company's locations The Directors take this opportunity to record their appreciation for the outstanding contribution Your Company has Implemented a CPL Employees Stock Option Plan 2013 (ESOP 2013) In accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines) for grant of stock options to its eligible employees of the Company, The Nomination and Remuneration Committee of the Board administers and monitors the Scheme.

30. Significant & Material Orders Passed by the Regulators or Courts or Tribunals

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.

31. 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 2023 in the prescribed form is disclosed on the website of the Company at www.cpii.in.

32. Corporate Social Responsibility

Pursuant to Section 135 (4) and Rule 8 of the Companies (Corporate Social Responsibility Policy), Ruies, 2014, a report on C5R containing particulars in the specified format is attached at Annexure*l.

33. 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 po'lcy The following is a summary of sexual harassment complaints received and disposed off during the year 2022-2023: No. of complaints received: Nil No. of complaints disposed off: N. A

34. Business Responsibility Reporting

The Business 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 31.2023.

35. 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.

36. 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 (Www.cpil.ln) on a regular basis

37. Secretarial Standards:

The Directors state that applicable Secretarial Standards, l.e. SS-1 ‘Meetings of the Board of Directors', SS-2 ’General Meetinp' and SS-3 Secretarial Standard on Dividend relating to respectively.

have been duly followed by the Company

38. Changes in the Nature of Business. If Any

The Company continued to provide educational services {Formal and Informal) and hence, there was no change 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 period your Company had altered its object clause of the Memorandum of Association to Include activities related with NBFC which Interalla Indudes the business activities of holding and investment / finance and accordingly income from Investment/finance business have been Included In Revenue from operations. Your Company had also applied for NBFI Registration with Reserve Bank of India {RBI}, for which approval Is awaited.

39. Composite Scheme of arrangement

During the period 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 aoplicable laws, amongst the Wholly Owned Subsidiary Srajan Capital Limited (SCI) (Transferor Company), Holding Company Career Point Limited (CPL) (Transferee Company/Domerged Company) and Wholly Owned Subsidiary Career Point Edutech Limited (Resulting Company) and their respective shareholders. The Scheme provides for (1) demerger of education business ('Demerged Undertaking') from Career Point Limited to Career Point Edutech Limited (Resulting Company); and (ii) merger of Srajan Capital l imited (Transferor Company) with Career Point Llmlteo (Transferee Company). The appointed date for the purpose of giving scheme effect is 1st April 2023. The Company has submitted the draft Scheme with the Regulatory Authorities viz stock exchanges (National Stock Exchange of India Limited and BSE Limited). The Company has received no obJectlon/Observatlon letter from the stock exchanges subsequent to the quarter ended June 30, 2023 to enable the Company to file the draft Scheme with NCLT. The Company is in