Directors Report of CP Capital Ltd.

Mar 31, 2025

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)

Particulars	31-Mar-2025 (Restated)	31-Mar-2024 (Restated)
Income from Operations	6328.02	5450.70
Other Income	401.79	1165.39
Total Income	6729.81	6616.09
Expenditure	1450.18	1274.66
Profit before Interest and Exceptional Items	5813.82	5743.28
Interest Expense	534.18	401.86
Profit after Interest Expense but before Extraordinary items	5279.63	5341.43
Extraordinary Items-	-	-
Profit from Ordinary Activities before tax	5279.63	5341.43
Total Provision for taxes	1213.16	1022.46
Profit from Ordinary Activities after tax	4066.47	4318.97

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

---

Mar 31, 2023

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:

(Rs. in Lakhs)
Particulars	31-Mar-23	31-Mar-22
Income from Operations	5189.89	2934.24
Other Income	376.09	904.63
Expenditure	2520.82	2159.80
Profit oefore Interest and Exceptional items	3045.16	1679.07
Interest Expense	83.56	203.16
Profit after Interest Expense but before Extraordinary items	2961.60	1475.91
Extraordinary Items-	-	-
Profit from Ordinary Activities before tax	2961.50	1475.91
Total Provision for taxes	742.25	397.98
Profit from Ordinary Activities after tax	2219.35	1077.93

Pursuant to the provisions of the Companies Act. 2013 (the ''Act''), the Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards I''lnd AS'') notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

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

any Cost Auditor.

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 officia¹ 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 dlsclosure(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, 2023 are set out in NOTE 8, 9,15 and 16 to the Standalone Financial Statements forming p3rtofthis report.

21. ParticulareofContractorarrangementwith Related Parties

All related party transactions (RPTs), which were entered Into during thefinancia! 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 oeen disclosed in Form AOC-2 as an Annexure-4 In that regard. During the year 2022-23, 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.cpll.ln.

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 19? 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.

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

process of filing the draft Scheme with the hon''ble NCLT Chandigarh Bench for their approval.

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.cpll.in as an annexune 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 42903.01 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 & support.

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Mar 31, 2018

Dear Career Point Shareowners,

The Board of Directors (“Board”) of Career Point Limited (“Company”) with immense pleasure present their Eighteenth report on the business and operations of your Company for the financial year 2017-18. 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 2017-18 on standalone basis are as follows:

(Rs. in Lacs)

Particulars	31-Mar-18	31-Mar-17
Income from Operations	7108.89	7278.91
Expenditure	5957.81	5746.36
Profit from Operations before Other Income, Interest and Exceptional Items	1151.08	1532.55
Other lncome	1009.04	1083.79
Profit before Interest and Exceptional Items	2160.12	2616.34
Interest Expense	303.41	167.86
Profit after Interest Expense but before Extraordinary items	1856.71	2448.48
Extraordinary Items	-	-
Profit from Ordinary Activities before tax	1856.71	2448.48
Total Provision for taxes	558	645.73
Profit from Ordinary Activities after tax	1298.71	1802.75

Pursuant to the provisions of the Companies Act, 2013 (the ‘Act¹), the Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (^rlnd AS¹) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

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 2017-18 have been detailed out in the Management Discussion and Analysis Report which forms part of Directors’ Report.

3. 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.

4. Public Deposits

During the year, your Company has neither invited not 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.

5. Credit Rating

Your Company enjoys credit rating of ‘CARE A’ Stable (Single A; Outlook: Stable) for its Long Term Bank Facilities.

6. Subsidiary Companies

As on March 31, 2018, your Company has Eight Subsidiaries (including two step down Subsidiary Companies) and two Associate Companies as under:

(1) Six Subsidiary Companies i.e. Career Point Infra Limited, Career Point Edutech Limited, Gyan Eduventure Private Limited, Career Point Accessories Private Limited, Srajan Capital Limited, Career Point Institute of Skill Development 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) Two Associate Companies Imperial Infin Private Limited and Study Board Education 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 Registered 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 Registered 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, Joint Ventures and 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-4.

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, 2018, as stipulated in Regulation 34 read with Schedule V of the Listing Regulations, is available as a separate section which forms partof theAnnual 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 relatingto 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 otherirregularities;

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.Sanjay. Khandelwal & 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.in.

14. Details of Board Meetings

The Board of Directors met 4 times in the year 2017-18. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

15. Directors

In accordance with the provision of Section 152, Mr. Pramod Maheshwari [DIN -00185711] and Mr. Nawal Kishore Maheshwari [DIN-00185762], Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment. Mr. Pritam Kumar Goswami, Independent Director has resigned from Directorship of the Company w.e.f.1st April 2018.

16. Declaration 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(l)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The details of programmes for familiarisation 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 no change in the Key Managerial Personnel (‘KMP’) of the Company. As at March 31, 2018, the following are the KMP of the Company:

Mr. Pramod Maheshwari, Chairman and Managing Director & CEO; Mr. Om Prakash Maheshwari, Executive Director & CFO;

Mr. Tarun Kumar Jain GM (Corporate & Legal Affairs) & Company Secretary

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 term of five consecutive years. 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:

Mr. Sourabh Mishra, Practicing Company Secretary carried out the Secretarial Audit during the year. The Board of Directors have appointed Mr. Sourabh Mishra, Secretarial Auditor for 2018-19. The Secretarial Audit report is annexed herewith as Annexure 3 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/sSanjay Khandelwal & Associate as the Internal Auditors of the Company for the Financial Year 2017-18 on August 24, 2017 in place of M/s P. Khandelwal & Co., Chartered Accountants.

Further, based on the recommendation of the Audit Committee, the Board has extended the existing term of M/s Sanjay Khandelwal & Associate as the Internal Auditors of the Company for the Financial Year 2018-19 on May 16, 2018. 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 2017-18. Therefore Company has not appointed any Cost Auditor.

19. Separate Meetings of Independent Director

In terms of requirements of Schedule IV of the Companies Act, 2013, the Independent Directors of the Company met separately on 28 March 2018, 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, 2018, are set out in NOTE 8, 15, 38 and 54 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 in that regard.

During the year 2017-18, 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 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-6.

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.l34(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 Mr. Pawan Kumar Lalpuria as Chairman of the Audit Committee with other members being Mr. Mahesh Gupta and Mr. Om Praksash Maheshwari, Mr. Ram Swaroop Chaudhary, 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 appropriately 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 participations 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, perquisitesand allowances.

28. Policies of the Company

Your Company has posted the following documents on its 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. Extractof Annual Return

The Extract of Annual Return as required under Section 134(3)(a) of the Companies Act, 2013 is set out at Annexure-1 which forms part of this report.

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-2.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresal) 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 2017-18:

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 31,2018

35. Green Initiative

Your Company has taken the initiative of going green and minimising 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. Capital and Finance

Exercise of Stock Options During the year under review, your Company has made following allotments pursuant to exercise of options by eligible employees under the Career Point Employee Stock Option Scheme

Date of Allotment	No of Shares	Issue Price	Nature of Allotment
11 October 2017	25000	Rs.125	Allotment of shares arising out of exercise of options
11 October 2017	5000	Rs.100

* Allotment of 25000 Equity Shares to Mr. Shailendra Maheshwari and 5000 Equity Shares to Mr. Mahesh Bhangriya.

The issued, subscribed and paid up equity share capital of the Company increased from Rs. 18,13,29,390/- as on March 31, 2017 to Rs. 18,1629,390/-as on March 31,2018.

Pursuant to Section 43(a)(ii) of the Act read with Sub-rule 4 of Rule 4 of the Companies (Share and Capital Debentures) Rules, 2014, the Company has not issued any Equity shares with differential rights during the period under review.

The applicable disclosure as stipulated under SEBI (Share Based Employee Benefits) Regulation 2014 are provided in Annexure 7 to this report.

38. Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

39. 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.

40. Transferto Reserves

The Company proposes to keep the entire amount of Rs. 1298.71 lakhs in the Retained Earnings.

41. 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

Place: Kota Pramod Maheshwari

Date: 16 May 2018 Chairman, Managing Director and CEO

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Mar 31, 2016

DIRECTORS''S REPORT

Dear Career Point Shareowners,

The Board of Directors ("Board") of Career Point Limited ("Company") with immense pleasure present their sixteenth report on the business and operations of your Company for the financial year 2015-16. 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 2015-16 on standalone basis are as follows:

('' in Lacs)

Particulars	31-Mar-16	31-Mar-15
Income from Operations	7589.41	7787.63
Expenditure	6072.62	7342.51
Profit from Operations before Other Income, Interest and Exceptional Items	1516.79	445.12
Other Income	1078.52	1116.21
Profit before Interest and Exceptional Items	2595.31	1561.33
Interest Expense	443.97	496.54
Profit after Interest Expense but before Extraordinary items	2151.34	1064.79
Extraordinary Items	0.00	(622.40)
Profit from Ordinary Activities before tax	2151.34	442.39
Total Provision for taxes	736.41	(82.50)
Profit from Ordinary Activities after tax	1414.93	524.89

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 2015-16 have been detailed out in the Management Discussion and Analysis Report which forms part of Directors'' Report.

3. 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.

4. Public Deposits

During the year, your Company has neither invited not 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.

5. Subsidiary Companies

Your Company has 6 subsidiaries i.e. Career Point Infra Limited, Career Point Edutech Limited, Gyan Eduventure Private Limited, Career Point Accessories Private Limited, Srajan Capital Limited, Career Point Institute of Skill Development Private Limited and 2 step down subsidiaries i.e. Coupler Enterprises Private Limited and Srajan Agritech Private Limited.

During the financial year 2015-16, M/s Career Point Institute of Skill Development Private Limited was incorporated as wholly owned subsidiary company of Career Point 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 Registered 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 Registered 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.

6. Financial Position and Performance of Subsidiaries, Joint Ventures and 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 addendum or annexure thereto.

7. Consolidated Financial Statements and Cash Flow Statement

The consolidated financial statements and Cash flow statement for the financial year ended March 31, 2016 were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor''s Report thereof form part of the Annual Report.

8. Corporate Governance

In compliance with Regulation 34 of the SEBI (Listing obligations and disclosure requirements) Regulations 2015, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this report.

9. Management Discussion and Analysis Report

The Management Discussion and Analysis Report annexed and forms part of this Directors'' Report.

10. 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; and

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

11. 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. P. Khandelwal & Co., Chartered Accountants, Kota, is the internal auditor of the Company, who conducts audit and submit quarterly reports to the Audit Committee.

12. Risk Management

The Company has 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.

13. Details of Board Meetings

The Board of Directors met five times in the year 2015-16. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

14. Directors

In accordance with the provision of Section 152 (6), Mr. Pramod Maheshwari [DIN - 00185711] and Mrs. Neelima Maheshwari [DIN - 00185677], Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Board recommends their re-appointment. Details of the proposal for their appointment are given in the Notice of the Annual General Meeting.

15. Declaration 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.

16. Key Managerial Personnel

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

i. Mr. Pramod Maheshwari, Chairman, Managing Director & CEO

ii. Mr. Om Maheshwari, Executive Director & CFO

iii. Mr. Tarun Kumar Jain, GM (Corporate & Legal Affairs) & Company Secretary

17. Auditors and Auditors'' Report

M/s. Sharp & Tannan, Chartered Accountants, retire at the close of ensuing Annual General Meeting and eligible for reappointment as Statutory Auditors of your Company for the financial year 2016-17. The Audit Committee of the Board has recommended their re-appointment.

Your Company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s Sharp & Tannan, Chartered Accountants. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and do not require any further comments.

18. Cost Audit

The Company is not required to conduct cost audit during the financial year 2015-16.

19. Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, Company had appointed M/s. M Sancheti & Associates, Company Secretaries, Jaipur (Certificate of Practice No.: 8997) as Secretarial Auditor of the Company for the Year 2016-17. In accordance with the section 204 of the Act they have submitted their report in prescribed format and the same has been attached at Annexure-3. The report so submitted is self-explanatory and does not call for any further explanation(s) / comment(s).

20. 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, 2016, are set out in NOTE 10, 10A, 12 and 16 to the Standalone Financial Statements forming part of this report.

21. Related Party Transaction

All related party transactions (RPTs), which were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business 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 in that regard.

During the year 2015-16, 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 thereunder and the Listing Regulations.

A statement showing the disclosure of transactions with related parties as required under Accounting Standard 18 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 - 6 and is also available on the website of your Company.

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.

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

In line with the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Committee is as below:

Chairperson: Mr. Pawan Kumar Lalpuria (Non-Executive Independent Director)

Members: Mr. Pritam Kumar Goswami (Non-Executive Independent Director), Mr. Mahesh Gupta (Non-Executive Independent Director) and Mr. Om Praksash Maheshwari (Executive Director & Chief Financial Officer)

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 participations 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 its website www.cpil.in 1. Code of Conduct and Ethics 2. Whistle Blower Policy

3. Related Party Transaction Policy 4. Corporate Social Responsibility

5. Familiarization Programme.

6. Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by insiders

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. During the financial year 2015-16, your Company has granted 70,000 options under the scheme.

30. Significant and Material Orders Passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

31. Extract of Annual Return

The Extract of Annual Return as required under Section 134(3)(a) of the Companies Act, 2013 is set out at Annexure-1 which forms part of this report.

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-2.

Your directors have constituted the Corporate Social Responsibility Committee of the Board of Directors, with Mr. Mahesh Gupta as Chairman, and Mr. RS Chaudhary and Mr. Nawal Kishore Maheshwari as other members.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redresal) 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 2015-16:

No. of complaints received: Nil No. of complaints disposed off: N. A.

34. Business Responsibility Reporting

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2016.

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. Acknowledgements 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.

Place: Kota For and on behalf of the Board of Directors

Date: May 09, 2016

Pramod Maheshwari

Chairman, Managing Director and CEO

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Fourteenth Annual Report on the business and operation of the company along with the Audited Statement of Accounts for the financial year ended March 31, 2014.

Financial Highlights

The highlights of your Company`s financial results for the financial year April 1, 2013 to March 31, 2014 on standalone basis are as follows:

(Rs.in Lacs)

Particulars 2013-14 2012-13

Sales & Services Income 5414.01 7055.88

Other income 835.00 682.91

Total Income 6249.01 7738.79

Profit before tax 441.67 2425.22

Provision for Taxation 20.62 885.34

Profit after tax 421.05 1539.88

Balance carried to Balance Sheet 421.05 1539.88

Performance

Performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report which forms part of Directors'' Report.

Subsidiary Companies

Your Company has 5 subsidiaries i.e. Career Point Infra Limited, Career Point Edutech Limited, Gyan Eduventure Private Limited, Career Point Accessories Private Limited, Srajan Capital Limited and 3 step down subsidiaries i.e. Coupler Enterprises Private Limited, Srajan Agritech Private Limited and Kota Automobiles Private Limited.

Copies of the Balance Sheet, Profit & Loss Account and Report of the Auditors of the subsidiary companies have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 08.02.2011. However, as per the terms of the general exemption, a statement containing brief financial details of the subsidiary companies for the year ended March 31, 2014 and a statement pursuant to section 212 of the Company Act, 1956 relating to Subsidiary Company is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiaries as per Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the subsidiary companies are also kept for inspection by any investors at the Registered Office of your Company.

Corporate Governance

The sprit 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 Clause 49 of the Listing Agreement. The 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. The Auditors'' Certificate confirming the compliance to the conditions of the Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Directors'' Report.

Corporate Social Responsibility

In alignment with the provisions of the Companies Act, 2013, your directors have constituted the Corporate Social Responsibility Committee of the Board of Directors, with Mr. Mahesh Gupta as Chairman, and Mr. RS Chaudhary and Mr. Nawal Kishore Maheshwari as other members.

The said Committee has been entrusted with the responsibility of formulating and monitoring the Corporate Social Responsibility Policy of the Company, which will include inter-alia activities to be undertaken by the Company, monitoring the implementation of the framework of the Policy and recommending the amount to be spent on CSR activities.

Directors

Mr. Mahesh Gupta [DIN - 00132721] and Mr. Ram Swaroop Chaudhary[DIN - 00711599] , Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors in their meeting held on May 29, 2014 had re-appointed, Mr. Om Prakash Maheshwari as Whole time Director designated as Executive Director & Chief Financial Officer of the Company for a further period of five years w.e.f. April 1, 2014 and Mr. Nawal Kishore Maheshwari as Whole time Director designated as Executive Director of the Company for a further period of five years w.e.f. April 1, 2014. These re-appointments are subject to the shareholders` approval.

IPO update

The Company came up with an Initial Public Offering (''IPO'' or ''Issue'') in October 2010. The equity shares were listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) on October 6, 2010. The IPO was floated for 3,712,642 Equity Shares of Rs. 10 each at a premium of ` 300 per share (` 285 per share for eligible employees) aggregating to Rs. 1,150 Million. As required under Clause 49 (IV) (D) of the Listing Agreement, the utilisation of the IPO proceeds are being reported in all the Quarterly results published by the Company after the same is reviewed by the Audit Committee. Detailed IPO proceeds utilization has been provided in the financial statements forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby states and confirms:

¦That in the preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures, if any;

¦That they have selected such accounting policies, which have been consistently applied 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 as at March 31, 2014 and of the profit of the Company for that year;

¦That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

¦That they have prepared the Annual Accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Consider the business activities of the Company information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company. Particulars of foreign currency earnings and outgo during the year are given in Notes to Accounts forming part of the Annual Report.

Public Deposits

During the year your company has neither invited nor accepted any Deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

Consolidated Financial Statements and Cash Flow Statement

As stipulated by Clause 32 of the Listing Agreement, the consolidated financial statements and Cash flow statement for the financial year ended March 31, 2014 were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor''s Report thereof form part of the Annual Report.

Particulars of Employees

Particulars of employees required in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are mentioned in the table below:

Name Designation Qualification Age Joining Date Experience (In Years)

Mr. Pankaj Talwar Faculty (Chemistry) B.E. 37 1/1/2010 18 years

Mr. Ramesh Kumar Sharda Faculty (Chemistry) M.Sc. 42 1/1/2010 17 years

Mr. Rajnish Goyal Faculty (Maths) B.E. 38 1/4/2006 9 years



Name Gross Previous Remuneration Employment Paid during and FY 2013-14 Designation (Rs. in Lakhs)

Mr. Pankaj Talwar 72.34 Allen Career Institute, Kota as Faculty

Mr. Ramesh Kumar Sharda 68.58 Allen Career Institute, Kota as Faculty

Mr. Rajnish Goyal 62.50 Self Employed



Dividend

Your Directors have not recommended any dividend for the financial year ended as on March 31, 2014.

Auditors and Auditors'' Report

M/s. Sharp & Tannan, Chartered Accountants, retire at the close of ensuing Annual General Meeting and eligible for reappointment as Statutory Auditors of your Company for the financial year 2014-15. The Audit Committee of the Board has recommended their re-appointment.

The Company has received letters from Statutory Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and do not require any further comments.

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.

During the financial year 2013-14, your Company had launched CPL Employees Stock Option Plan 2013 (ESOP 2013) with the objective to provide an incentive to attract and retain the best talents by way of rewarding their performance and motivate them to contribute to the corporate growth and profitability. None of the employee was granted option under ESOP 2013 in financial year 2013-14.

Acknowledgements 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

Pramod Maheshwari Chairman, Managing Director & CEO

Place : Kota Om Prakash Maheshwari Dated : May 29, 2014 Executive Director & CFO

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Mar 31, 2013

Dear Career Point Shareowners,

The Directors have pleasure in submitting their Thirteenth Annual Report on the business and operation of the company alongwith the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2013.

Financial Highlights

The financial highlights of the Company for the year on standalone basis are as under: (Rs.in Lacs) Particulars 2012-13 2011-12

Sales & Services Income 7055.88 7958.95

Other income 682.91 1770.54

Total Income 7738.79 9729.49

Profit before tax 2425.22 4451.92

Provision for Taxation 885.34 1272.33

Profit after tax 1539.88 3179.59

Balance carried to Balance Sheet 1539.88 3179.59

Performance

Performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report which forms part of Directors'' Report.

Subsidiary Companies

Your Company has 4 subsidiaries i.e. Career Point Infra Limited(CP Infra) , Career Point Edutech Limited (CP Edutech) , Gyan Eduventure Private Limited (Gyan Eduventure) and Career Point Accessories Private Limited (CP Accessories).

Copies of the Balance Sheet, Profit & Loss Account and Report of the Auditors of the subsidiary companies have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 08.02.2011. However, as per the terms of the general exemption, a statement containing brief financial details of the subsidiary companies for the year ended March 31, 2013 and a statement pursuant to section 212 of the Company Act, 1956 relating to Subsidiary Company is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiaries as per Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the subsidiary companies are also kept for inspection by any investors at the Registered Office of your Company.

Corporate Governance

The sprit 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 Clause 49 of the Listing Agreement. The 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. The Auditors'' Certificate confirming the compliance to the conditions of the Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Directors'' Report.

Directors

Mr. Pawan Kumar Lalpuria and Mr. Pritam Kumar Goswami , Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. Necessary resolutions are being placed before the shareholders for approval.

IPO update

The Company came up with an Initial Public Offering (''IPO'' or ''Issue'') in October 2010. The equity shares were listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) on October 6, 2010. The IPO was floated for 3,712,642 Equity Shares of Rs. 10 each at a premium of Rs. 300/- per share (Rs. 285/- per share for eligible employees) aggregating to Rs. 1,150 Million. As required under Clause 49 (IV) (D) of the Listing Agreement, the utilisation of the IPO proceeds are being reported in all the Quarterly results published by the Company after the same is reviewed by the Audit Committee. Detailed IPO proceeds utilization has been provided in the financial statements forming part of this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby states and confirms:

- That in the preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures, if any;

- That they have selected such accounting policies, which have been consistently applied 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 as at March 31, 2013 and of the profit of the Company for that year;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That they have prepared the Annual Accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Consider the business activities of the Company information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company. Particulars of foreign currency earnings and outgo during the year are given in Notes to Accounts forming part of the Annual Report.

Public Deposits

During the year your company has neither invited nor accepted any Deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

Consolidated Financial Statements and Cash Flow Statement

As stipulated by Clause 32 of the Listing Agreement, the consolidated financial statements and Cash flow statement for the financial year ended March 31, 2013 were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor''s Report thereof form part of the Annual Report.

Particulars of Employees

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

Dividend

Your Directors have not recommended any dividend for the financial year ended as on March 31, 2013.

Auditors and Auditors'' Report

M/s. Sharp & Tannan, Chartered Accountants, retire at the close of ensuing Annual General Meeting and eligible for reappointment as Statutory Auditors of your Company for the financial year 2013-14. The Audit Committee of the Board has recommended their re- appointment. The necessary resolution is being placed before the shareholders for approval.

They have furnished the requisite certificate to the effect that their re- appointmen, if effected, will be in accordance with Section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and do not require any further comments.

Acknowledgements 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

Pramod Maheshwari Chairman, Managing Director & CEO

Place : Kota Om Prakash Maheshwari

Dated : May18, 2013 Executive Director & CFO

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Mar 31, 2012

The Directors have pleasure in presenting their Twelth Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2012.

Financial Highlights

The financial highlights of the Company for the year on standalone basis are as under:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Sales & Services Income 7,958.95 7,862.38

Other income 1,770.54 1,070.26

Total Income 9,729.49 8,932.64

Profit before tax 4,451.92 3,916.99

Provision for Taxation 1,272.32 1,179.57

Profit after tax 3,179.60 2,737.42

Balance of Profit brought forward 8,262.44 5,525.02

Balance carried to Balance Sheet 11,442.04 8,262.44

Performance

Performance of the Company has been comprehensively covered in the Management Discussions and Analysis Report which forms part of Directors' Report.

Subsidiary Companies

Your Company has 3 subsidiaries i.e. Career Point Infra Limited (CP Infra), Career Point Edutech Limited (CP Edutech) and Gyan Eduventure Private Limited (Gyan Eduventure).

Copies of the Balance Sheet, Profit & Loss Account and Report of the Auditors of the subsidiary companies have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 08.02.2011. However, as per the terms of the general exemption, a statement containing brief financial details of the subsidiary companies for the year ended March 31, 2012 and a statement pursuant to section 212 of the Company Act, 1956 relating to Subsidiary Company is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiaries as per Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the subsidiary companies are also kept for inspection by any investors at the Registered Office of your Company.

Corporate Governance

The sprit 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 Clause 49 of the Listing Agreement. The 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. The Auditors' Certificate confirming the compliance to the conditions of the Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Directors' Report.

Directors

The Board has re-appointed Mr. Pramod Maheshwari, as Managing Director of the Company for a period of five years with effect from July 1, 2012 subject to the approval of the Shareholders. The detailed terms and conditions of the re-appointment are given in the Notice of Annual General Meeting.

Mr. Mahesh Gupta was appointed as an Additional Director at the Board Meeting held on February 7, 2012. His term of office expires at the end of the ensuing Annual General Meeting. The Company has received a notice in writing from the member under Section 257 of the Act proposing Mr. Mahesh Gupta appointment as Director of the Company. Necessary resolution relating to the same is being placed before the shareholders for approval.

Mr. Ram Swaroop Chaudhary and Mr. Vishal Jain, Directors, retire at the forthcoming Annual General Meeting and are eligible for re- appointment. Necessary resolutions are being placed before the shareholders for approval

Utilisation of IPO proceeds

The Company came up with an Initial Public Offering ('IPO' or 'Issue') in October 2010. The equity shares were listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) on October 6, 2010. The IPO was floated for 3,71 2,642 Equity Shares of Rs. 10 each at a premium of Rs. 300/- per share (Rs. 285/- per share for eligible employees) aggregating to Rs. 1,150 Million. During the year under review, your Company obtained the approval from the members at Extra Ordinary General Meeting held on March 19, 2012 and delegated the powers to the Board of Directors of the Company to very/amend/alter/revise the utilisation of any part of IPO proceeds and/or utilise any part of the issue proceeds for a purpose or purposes other than those described in the Prospectus of the Company.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby states and confirms:

- That in the preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures, if any;

- That they have selected such accounting policies, which have been consistently applied 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 as at March 31, 2012 and of the profit of the Company for that year;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That they have prepared the Annual Accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Consider the business activities of the Company information required to be provided under Section 21 7(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company. Particulars of foreign currency earnings and outgo during the year are given in Notes to Accounts forming part of the Annual Report.

Public Deposits

During the year your Company has neither invited nor accepted any Deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

Consolidated financial statements and cash flow statement

As stipulated by Clause 32 of the ListingAgreement, the consolidated financial statements and Cash flow statement for the financial year ended March 31, 201 2 were prepared by the Company in accordance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and the same together with the Auditor's Report thereof form part of the Annual Report.

Particulars of employees

The Company did not have any employee drawing remuneration specified under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011, and therefore no particulars are required to be furnished.

Dividend

Your Directors have not recommended any dividend for the financial year ended as on March 31, 201 2

Auditors and Auditors' Report

M/s. Sharp & Tannan, Chartered Accountants, retire at the close of ensuing Annual General Meeting and eligible for reappointment as Statutory Auditors of your Company for the financial year 201 2-13. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

The notes on Accounts referred to in the Auditors' Report are self explanatory and do not require any further comments.

Acknowledgements and Appreciation

Your Directors are thankful to all the all shareholders, Franchisees, 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

Place : Kota Pramod Maheshwari

Date : May 30, 2012 Chairman, Managing Director & CEO

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their Eleventh Annual Report together with the Audited Accounts of your Company for the year ended March 31, 2011.

Financial Results

The financial highlights of the Company for the year on standalone basis are as under:

(Rs.in Lacs)

Particulars 2011 2010

Sales & Services Income 7,862.38 6,165.50

Other income 1,070.26 614.59

Total Income 8,932.64 6,780.09

Profit before tax 3,916.99 2,937.87

Provision for Taxation 1,179.57 950.91

Profit after tax 2,737.42 1,986.96

Balance of Profit brought forward 5,525.02 3,538.06

Balance carried to Balance Sheet 8,262.44 5,525.02

Performance

The Company's performance in the year 2010-11 continued its strong momentum and showed healthy growth. During 2010-11, your Company achieved a Sales & Services Income of Rs.7,862.38 Lacs as compared to Rs 6,165.50 Lacs in 2009-10. The Profit before tax of the Company was Rs. 3,916.99 Lacs for the current financial year as compared to Rs.2,937.87 Lacs in 2009-10. The net profit after tax stood at Rs.2,737.42 Lacs, compared to the net profit after tax of Rs.1,986.96 Lacs in the previous fiscal, growth over 37.77% over the previous year.

Public Issue

During the year under review the Company turned into a public listed entity with an Initial Public Offering ('IPO' or 'Issue') of its equity shares in October 2010. The equity shares were listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd (BSE) on October 6, 2010. The IPO was floated for 3,712,642 Equity Shares of Rs.10 each at a premium of Rs.300/- per share (for employees Rs.285/- per share) aggregating to Rs.11,500 Lacs. The Issue received a good response from all sections of investors and was oversubscribed by 41.10 times. The Issue was through 100% book building process. The issue constituted 20.48 % of the post issue paid- up share capital of the Company.

Subsidiary Companies

Your Company has 2 subsidiaries i.e. Career Point Infra Limited (CP Infra) and Career Point Edutech Limited (CP Edutech).

CP Infra is in the field of rendering infrastructure and allied services for setting-up of physical infrastructure for educational institutions. CP Infra has entered into an infrastructure support service agreements for providing infrastructure support services with Gopi Bai Foundation Trust Kota (Raj.) for setting up of their proposed university at Kota and Hamirpur namely Career Point University and with Career Point Education Society for Career Point Technical Campus at Rajsamand.

CP Edutech is in the field of developing technology based educational solution and software. CP Edutech has been instrumental in launching two software products i.e. a2zexam. com and examtayari.com.

Copies of the Balance Sheet, Profit & Loss Account and Report of the Auditors of the subsidiary companies have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under Section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 08.02.2011. However, as per the terms of the general exemption, a statement containing brief financial details of the subsidiary companies for the year ended March 31, 2011 and a statement pursuant to Section 212 of the Companies Act, 1956 relating to Subsidiary Companies is included in the Annual Report. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiaries as per Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the subsidiary companies are also kept for inspection by any investors at the Registered Office of your Company.

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 Clause 49 of the Listing Agreement. The 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. The Auditors' Certificate confirming the compliance to the conditions of the Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

Management Discussion and Analysis Report

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Directors' Report.

Directors

Mr. Vishal Jain was appointed as an Additional Director at the Board Meeting held on January 27, 2011. His term of office expires at the end of the ensuing Annual General Meeting. The Company has received a notice in writing from the member under Section 257 of the Act proposing Mr. Vishal Jain appointment as Director of the Company. Necessary resolution relating to the same is being placed before the shareholders for approval.

Mr. Pawan Kumar Lalpuria and Mr. Pritam Kumar Goswami, Directors, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. Necessary resolutions are being placed before the shareholders for approval.

The Board of Directors in their meeting held on March 26, 2011 had re-appointed Mr. Pramod Maheshwari as Whole time

Director designated as Chairman, Managing Director & Chief Executive Officer of the Company for a further period of three years w.e.f. April 1, 2011, Mr. Om Prakash Maheshwari as Whole time Director designated as Executive Director & Chief Financial Officer of the Company for a further period of three years w.e.f. April 1, 2011 and Mr. Nawal Kishore Maheshwari as Whole time Director designated as Executive Director of the Company for a further period of three years w.e.f. April 1, 2011. These re-appointments are subject to the shareholdersRs. approval. Necessary resolutions are being placed before the shareholders for approval.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby states and confirms:

That in the preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures, if any;

That they have selected such accounting policies, which have been consistently applied 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 as at March 31, 2011 and of the profit of the Company for that year;

That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

That they have prepared the Annual Accounts on a going concern basis.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Considering the business activities of the Company information required to be provided under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, in relation to Conservation of Energy and Technology Absorption are currently not applicable to the Company.

Particulars of foreign currency earnings and outgo during the year are given in Notes to Accounts forming part of the Annual Report.

Fixed Deposits

During the year your company has neither invited nor accepted any Deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

Particulars of employees

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 is not required to give as during the financial year ended March 31, 2011, no employee was employed throughout the year who has in receipt of remuneration not less than Rs.60,00,000 for the year and remuneration not less than Rs. 5,00,000 per month.

Dividend

Your Directors have not recommended any dividend for the financial year ended as on March 31st, 2011.

Auditors and Auditors' Report

M/s. Sharp & Tannan, Chartered Accountants, retire at the close of ensuing Annual General Meeting and eligible for reappointment as Statutory Auditors of your Company for the financial year 2011-12. The Audit Committee of the Board has recommended their re-appointment. The necessary resolution is being placed before the shareholders for approval.

The notes on Accounts referred to in the Auditors' Report are self explanatory and do not require any further comments.

Acknowledgements and Appreciation

Your Directors are thankful to all shareholders, Franchisees, 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

Place : Kota Pramod Maheshwari

Date : May 13, 2011 Chairman, Managing Director & CEO