The Board of Directors ("Board") of Career Point Limited ("Company") with immense pleasure present their twenty forth report on the business and operations of your Company for the financial year 2023-24. This Report is being presented along with the audited financial statements for the year.

1. Financial Highlights

The highlights of your company's financial results for the financial year 2023-24 on standard 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 2023-24 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 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. The Board of Directors had declared the first interim dividend 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%) and second interim dividend 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%). Also, the Board at its meeting held on May 27, 2024 has recommended a dividend of Rs.1.00 (Rupees One) per equity share of face value Rs. 10.00 each (i.e.10%) and the same is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on August 05, 2024. During the financial year, the proposed final dividend payout for the financial year 2023-24 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, 2024 your Company has Nine Subsidiaries (including two step down Subsidiary Companies) and one Associate Company as under:

(1) Seven Subsidiary Companies i.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, Edutiger Private Limited

(2) Two Step down Subsidiary Company i.e. Coupler 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 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 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 are 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), 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.

10. Management Discussion and Analysis Report

Management Discussion and Analysis Report on the business outlook and performance review for the year ended March 31,2024, 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 Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and 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 provisions 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. LLP (Formerly known as BDG & Associates), Chartered Accountants, 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.in.

14. Details of Board Meetings

The Board of Directors met four (4) times in the year 2023-24. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

15. Directors

After the closing hours of the financial year ended on March 31, 2024 and as on 1 st April, 2024 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. Pramod Maheshwari [DIN-00185711] and Mrs. Neelima Maheshwari [DIN-00194928], 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.

As reported last year, Mr. Akshay Gupta (DIN 10198103), Ms. Neha Garg (DIN 10275700) and Mr. Sanjay Khandelwal (DIN 10272077) were appointed as Additional and Non-Executive Independent Directors on the Board of the Company w.e.f August 15, 2023. At the 23 rd AGM held on September 28, 2023, the Members approved their appointment as Independent Directors of the Company for a period of 5 years i.e., from August 15, 2023 to August 14, 2028.

Further, as reported last year, Mr. Om Prakash Maheshwari (DIN 00185677) reappointed as a Whole Time Director and Chief Financial Officer of the Company, Mr. Nawal Kishore Maheshwari (DIN 00185762) reappointed as a Whole Time Director of the Company and Mrs. Neelima Maheshwari (DIN 00194928) reappointed as a Non- Executive Non-Independent Director on the Board of the Company for a further period of 5 (Five) years. At the 23 rd AGM held on September 28, 2023, the Members approved their re-appointment them for a period of 5 years.

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations has reappointed Mrs Divya Sodani (DIN: 08045653) as a Non-Executive Independent Director on the Board for a second term of 5 years, w.e.f. June 24, 2025, subject to approval of Members at this AGM. During the year under review, Mr. Vishal Jain Independent Director has resigned from Directorship of the Company w.e.f. 3 rd August, 2023 and, further, the tenure of directorship as Non-executive Independent Director of Mr. Pawan Kumar Lalpuria and Mr. Ram Swaroop Chaudhary has been completed on March 31,2024.

The Board places on record its sincere appreciation for contributions and extends gratitude to Mr Vishal Jain, Mr. Pawan Kumar Lalpuria and Mr. Ram Swaroop Chaudhary for their invaluable service as Directors on the Board. Their 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

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(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 www.cpil.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.

17. 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, 2024, 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.

18. Auditors:

(a) Statutory Auditors:

M/s. Lodha & Co. LLP, 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 reappointed for a second term of 5 years from the conclusion of 22nd AGM till the conclusion of 27^th AGM of the Company to be held 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:

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, 2024. 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 and Srajan Capital Limited have been identified as Material Unlisted Subsidiaries of the Company for FY24 and accordingly the Company is annexing the Secretarial Audit Reports of Career Point Infra Limited and Srajan Capital Limited as Annexures 2B and 2C, respectively.

(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 2023-2024. 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 2023-24. Therefore Company has not appointed any

19. 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.

20. 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, 2024 are set out in NOTE 8, 9, 15 and 16 to the Standalone Financial Statements forming part of this report.

21. 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 2023-24, 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 www.cpil.in.

22. 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.

23. 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.

24. Composition of Audit 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. 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 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.

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

Your 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 of Trading 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 2024 in the prescribed form MGT-7 is disclosed on the website of the Company at www.cpil.in.

32. 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.

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 policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-2024:

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 31,2024.

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.in) on a regular basis

37. 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.

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 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.

Previously your Company had altered its object clause of the Memorandum of Association to include activities related with NBFC which interalia includes 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

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 Career Point Limited (CPL) {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 Career Point Limited to Career Point Edutech Limited (Resulting Company); and {ii} merger of Srajan Capital Limited (Transferor Company) with Career Point 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 and filed necessary application before the Hon'ble National Company Law Tribunal, Chandigarh Bench ('Hon'ble NCLT') for necessary directions.

The Hon'ble NCLT vide order dated January 04, 2024, inter alia, directed the Company to convene and hold the meeting of the equity shareholders of the Company on February 17, 2024 and dispensed convening and holding of the meeting of the secured and unsecured creditors of the Company(ies) by considering the

consent of said creditors. The Company in compliance with the directions of the Hon'ble NCLT, convened meetings of the equity Shareholders on February 17, 2024 to seek shareholder approval on the Scheme. The Scheme was approved by the requisite majority by the shareholders of the Company.

Now the Company's second motion application is pending for approval before the hon'ble Bench.

40. 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 www.cpil.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.

41. Transfer to Reserves

The Company proposes to keep the entire amount of Rs.45555.29 lakhs in the Retained Earnings.

42. 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.

43. 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.