Career Point Edutech Ltd Directors Report

Dear Members,

The Board of Directors ("Board") of your Company with immense pleasure present their report for the
financial year 2022-23. This Report is being presented along with the audited financial statements for the
year.

1. FINANCIAL HIGHLIGHTS, FINANCIAL PERFORMANCE AND KEY BUSINESS DEVELOPMENTS

The detailed financial statement, Financial Performance and Key Business Developments of the
Company for the financial year 2022-23 is attached with this report.

(Amount in Rs. Lakhs)

Particulars	Financial Year 2022-23	Financial Year 2021-22 (Restated)
Revenue From Operation	779.48	465.71
Other Income	35.91	21.87
Total Revenue	815.39	487.58
Total Expenses	527.83	462.07
Profit before Tax	287.56	25.51
Tax expenses	0.00	0.02
Profit After Tax	287.56	25.49
Add: Profit brought forward from previous year	321.28	295.80
Leaving a balance of to be carried forward	608.84	321.28

2. 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.

3. DIVIDEND

The company has not declared any Dividend during the year under review.

4. 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;

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

b)

CAREER POINT EDUTECH LIMITED

REG. OFFICE: B-28, 10-B SCHEME, GOPALPURA BYEPASS, JAIPUR RAJ.- 302018
CORP. OFFICE: CP TOWER-1, IPIA, ROAD NO-1, KOTA, RAJASTHAN- 324005
Tel: +91 744 3040000; Email ID: investors@cpil.in
CIN: U80302RJ2006PLC023306

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.

5. DETAILS OF BOARD MEETINGS:

Board Meetings- During the year, eight Board Meetings were duly convened and held and the
intervening gap between any two meetings was within the period prescribed under the Companies Act,
2013. All the Directors actively participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time.

6. DIRECTORS:

The Company has following Directors as on 31st March, 2023 and as on date of this Report:

Mrs. SHILPA MAHESHWARI, Director
Mr. PRAMOD MAHESHWARI, Director
Mr. NAWAL KISHORE MAHESHWARI, Director

7. INTERNAL CONTROL:

The Board is of the opinion that there exists adequate internal control commensurate with the size and
operations of the Company and with reference to financial statements. During the year, such control
were tested and no weakness was observed.

8. AUDITORS AND AUDITORS REPORT:

M/S NITU NATANI & COMPANY (FRN: 020001C) Chartered Accountants, (FRN 020001C) the statutory
auditors of the Company have tendered their resignation and further M/s SMA & Co., Chartered
Accountants, (Firm Registration No. 018452C) were appointed as the statutory auditors of the Company
to fill casual vacancy. Further, M/s SMA & Co., Chartered Accountants, (Firm Registration No. 018452C)
have tendered their resignation and thereafter M/s Kamal Gupta & Co., Chartered Accountants, (Firm
Registration No. 031182C) were appointed as the statutory auditors of the Company to fill casual
vacancy.

M/S KAMAL GUPTA & CO., CHARTERED ACCOUNTANTS, (FIRM REGISTRATION NO. 031182C)

Statutory Auditors of the Company were appointed in the Extra Ordinary General Meeting held on

27.01.2023 till the conclusion of ensuing Annual General meeting of the Company. Further the Board
recommended for appointment of Statutory Auditor for a period of 5 years commencing from

01.04.2023 (FY 2023-24) until the conclusion of Annual General Meeting of the Company to be held in
the year 2027 (till FY 2027-28).

There is no observation made by the Auditors in their Report. The Notes in the Accounts they referred to
in their report are self-explanatory and do not call for any further comments. Further, the auditors have
not reported any fraud u/s 143(12) of the Act.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Details of loans, guarantees and investments are given in the financial statements.

10. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was
no foreign exchange inflow or Outflow during the year under review.

12. 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.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

That during the period the Honble National Company Law Tribunal both Mumbai and Jaipur Bench
allowed the Scheme of arrangement with Plancess Edusolutions Private Limited and approve the merger
of specified undertaking (competitive course division) into Career Point Edutech Limited.

In addition to the above 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.

14. PARTICULARS OF EMPLOYEES:

The Company had no employee during the year covered under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. RISK MANAGEMENT

Considering the asset base and the investments made by the Company, the Board is of the opinion that
there are no major risks affecting the existence of the Company.

16. CSR POLICY AND INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
said provisions are not applicable.

17. POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee
are not applicable to the Company and hence the Company has not devised any policy as provided under
Section 178(3) of the Companies Act, 2013.

18. SHARE CAPITAL

The paid up Share Capital as on March 31, 2023 was Rs. 57,89,470/-. During the year under review, the
Company has not issued shares with differential voting rights nor granted stock options nor sweat
equity.

A. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review

B. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES

No Bonus Shares were issued during the year under review.

D. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

19. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights and hence no information as per
provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

20. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:

Provisions relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 do not applicable on the Company.

21. GREEN INITIATIVE

Your Company has taken the initiative of going green and minimizing the impact on the environment.

22. INDEPENDENT DIRECTORS

Provisions relating to appointment of Independent Directors under the Companies Act, 2013 do not
applicable on the Company.

23. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

24. CASH FLOW STATEMENT

Your Company is also presenting the Cash Flow Statement prepared in accordance with the Accounting
Standard issued by the Institute of Chartered Accountants of India.

25. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

There is no Related Party Transaction that may have potential conflict with the interest of the Company
at large. The Companys major Related Party Transactions are generally with its subsidiary, Holding
Company and Enterprises under the same management. The Related Party Transactions are entered into
based on the considerations of various business exigencies and Companys long term strategy. All the
transactions entered during the financial year 2022-23 with Related Parties were on arms length basis
and the same are reported under notes to the financial statements.

All transactions covered under Related Party Transactions are regularly/periodically ratified and/or
approved by the Board/Audit Committee. Form AOC-2 is enclosed herewith as Annexure-1.

26. ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors are thankful to all Advisors, Bankers, Governmental Authorities, and all concerned for
their continued support. The Directors also wish to express their heartfelt gratitude to the stakeholders
for their continued support to the Company.

Place: Kota
Date: 25/05/2023

For and on behalf of the Board of Directors
Shilpa Maheshwari
Director
DIN:08305104

Pramod Maheshwari fijj,. :
Director
DIN:00185711

(CA

KAMAL GUPTA & COMPANY

(Chartered Accountants)

Address : House No. 16, Rangvihar, Mahaveer Nagar 3^rd, Kota (Rajasthan)
Mob. 8109105271, Email: cakamal38@gmail.com