CP CAPITAL LIMITED — Proxy Solicitation & Information Statement 2025

Jan 13, 2025

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January 13, 2025

To, To, The Manager The Manager Bombay Stock Exchange Limited National Stock Exchange of India Limited Corporate Relationship Department Exchange Plaza, C/1, Block G Phirozee Jeejeebhay Tower Bandra Kurla Complex Dalal Street, Fort, Mumbai-400 001 Bandra (East), Mumbai-400 051 BSE Scrip Code :533260 NSE Symbol : careerp

- Subject: Notice of Postal Ballot and E Voting.

Respected Sir / Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) please find enclosed herewith a copy of the Postal Ballot Notice dated January 10, 2025 which is being sent to the members for seeking their approval on following items of Special business:

S. No.	Particulars	Type of Resolution
1.	Approval for change in Name of the Company from “Career Point Limited” to“CP Capital Limited”and consequent Alterations in Memorandum of Association (“MOA”) and Articles of Association (“AOA”) of the Company	Special Resolution

The aforesaid notice is being sent electronically to the members whose names appear in the Register of Members/List of Beneficial Owners as on the Cut-Off date being Friday, January 10, 2025 on their registered e-mail address.

The Company has engaged National Securities and Depositories Limited (NSDL) to offer e-voting facility to all its members to enable them to cast their votes electronically.

The e-voting period will commence on Tuesday, January 14, 2025 at 09:00 A.M. (IST) and will end on Wednesday, February 12, 2025 at 05:00 P.M. (IST).

The said Postal Ballot notice will also be made available on the website of the Company at www.cpil.in and on the website of Registrar and Share Transfer Agent, M/s Ankit Consultancy Private Limited at www.ankitonline.com.

MANMOH Digitally signed by MANMOHAN PAREEK AN PAREEK Date: 2025.01.13 15:10:03 +05'30'

CAREER POINT LIMITED

Registered office: Village Tangori , Banur, Mohali, Punjab 140601 India Corp. Office: CP Tower-1, Road No.-1. IPIA, Kota, Rajasthan-324005 Phone:, +91 744 6630500; Fax: +91 744 3040050 CIN: L64990PB2000PLC054497, www.cpil.in, investors@cpil.in

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You are requested to take the above information on record.

Thanking you, Yours Faithfully,

For Career Point Limited

MANMOH Digitally signed by MANMOHAN PAREEK AN PAREEK Date: 2025.01.13 15:10:38 +05'30'

CS Manmohan Pareek Company Secretary & Compliance Officer ACS34858

CAREER POINT LIMITED

Registered office: Village Tangori , Banur, Mohali, Punjab 140601 India Corp. Office: CP Tower-1, Road No.-1. IPIA, Kota, Rajasthan-324005 Phone:, +91 744 6630500; Fax: +91 744 3040050 CIN: L64990PB2000PLC054497, www.cpil.in, investors@cpil.in

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CALENDAR OF EVENTS FOR POSTAL BALLOT PROCESS

Sr. No.	Particulars/ Event	Date
1	Date on which the consent is given by the scrutinizer for his appointment.	Thursday, 09.01.2025
2	Date of Board approval of Postal Ballot and authorizing Director(s) and/ or Company Secretary of the Company to be responsible for entire Postal Ballotprocess and appointment of Scrutinizer.	Friday, 10.01.2025
3	Date of appointment of the Scrutinizer.	Friday,10.01.2025
4	Cut of date for reckoning of voting rights of the Shareholders.	Friday, 10.01.2025
5	Date of completion of dispatch of notice	Monday,13.01.2025
6	Place the Postal Ballot Notice on the Website.	Monday,13.01.2025
7	Date ofpublishingAdvertisement in Newspaper.	Tuesday,14.01.2025
8	Remote E-votingPeriod(Start)	Tuesday,14.01.2025
9	Remote E-votingPeriod(End)	Wednesday,12.02.2025
10	Date on which Resolution will be deemed to be passed	Wednesday, 12.02.2025
11	Date of submission of report bythe Scrutinizer.	Friday,14.02.2025
12	Date of declaration of result by the chairman and Intimation to the stock exchanges.	Friday, 14.02.2025

Digitally signed by MANMOH MANMOHAN PAREEK AN PAREEK Date: 2025.01.13 15:11:13 +05'30'

CAREER POINT LIMITED

Registered office: Village Tangori , Banur, Mohali, Punjab 140601 India Corp. Office: CP Tower-1, Road No.-1. IPIA, Kota, Rajasthan-324005 Phone:, +91 744 6630500; Fax: +91 744 3040050 CIN: L64990PB2000PLC054497, www.cpil.in, investors@cpil.in

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CAREER POINT LIMITED

CIN: L64990PB2000PLC054497

Registered Office: Village Tangori, Banur, Mohali, Punjab- 140601 Corporate Office: CP Tower 1, Road No. 1, IPIA, Kota, Rajasthan 324005 Tel No: 0744-6630500 E-mail: investors@cpil.in | Website: www.cpil.in

Notice of Postal Ballot / Electronic Voting (e-voting)

[Pursuant to Section 110 read with Section 108 of the Companies Act, 2013 read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014] as amended and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India)

NOTICE is hereby given to the members of Career Point Limited (the “Company”) that pursuant to the provisions of Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ( the "Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the "Rules") including any statutory modification(s) or reenactment(s) thereof for the time being in force, Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( "SEBI Listing Regulations" ), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and other applicable laws and regulations, that the resolutions appended below are proposed to be passed by the members of the Company through postal ballot, only by means of remote electronic voting (“ remote e-voting”)

The Ministry of Corporate Affairs, Government of India vide its General Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021, No. 20/2021 dated December 8, 2021, No. 3/2022 dated May 5, 2022, No. 11/2022 dated December 28, 2022, No. 9/2023 dated September 25, 2023 and No.9/2024 dated September 19,2024 (the “MCA Circulars”), has advised the companies to take all decisions of urgent nature requiring the approval of members, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot/e-voting in accordance with the provisions of the Act and rules made thereunder, without holding a general meeting, which requires physical presence of members at a common venue. Accordingly, hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members and the Postal Ballot Notice is being sent only through electronic mode to those members whose names appear in the register of member/ records as received from Registrar and Share Transfer Agent and Depositories as on the cut-off date i.e. Friday 10th January, 2025.

In compliance with Regulation 44 of the SEBI Listing Regulations read with Section 108 and 110 of the Act and rules made thereunder and the MCA Circulars, the Company has extended the facility of remote e-voting for its members through National Securities Depository Limited (“NSDL”), to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. Members whose names appear in the register of members/records as received from Registrar and Share Transfer Agent and Depositories as on the cut-off date Friday 10th January, 2025 will be considered for the purpose of remote e-voting. A person who is not a member as on the cut-off date should treat this Notice for information purpose only. In the case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote. The remote e-voting period commences on Tuesday 14th January, 2025 at 9:00 a.m. and ends on Wednesday

12[th] February, 2025 at 5:00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. The instructions for remote e-voting are appended to this Notice. This Notice is also available on the Company’s website at www.cpil.in, website of stock exchanges (BSE Limited) at www.bseindia.com and (NSE Limited) at www.nseindia.com and website of NSDL at www.evoting.nsdl.com

An explanatory statement pursuant to Section 102 and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and the reasons/ rationale thereof, is appended and forms part of this Notice.

The Board of Directors of the Company has appointed Mr. Amit Gupta, Advocate (BCR Enrol. No. 1550/2005), Office: 6, Amrit Kalash Colony, New Akashwani, Kota-324001, Rajasthan as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The results of the remote e-voting conducted by postal ballot process along with the Scrutinizer’s Report will be made available on the website of the Company at www.cpil.in and website of NSDL at www.evoting.nsdl.com and shall also be intimated to the stock exchange(s), where the shares of the Company are listed. The resolutions, if passed with the requisite majority through postal ballot, shall be deemed to have been passed, on the last date specified for remote e-voting i.e. 12[th] February, 2025. If a resolution is assented to by the requisite majority through postal ballot by means of remote e-voting, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

ITEM OF SPECIAL BUSINESSES REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT IS AS UNDER

SPECIAL BUSINESS:

ITEM NO. 1: CHANGE IN NAME OF THE COMPANY FROM “CAREER POINT LIMITED” TO “CP CAPITAL LIMITED”

To consider and if thought fit, to pass the following Resolution as a SPECIAL RESOLUTION with or without modification:

“RESOLVED THAT in accordance with the recommendation of the Board of Directors of the Company and in pursuant to the provisions of Section 4, 5, 13, 14 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, Regulation 45 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘ Listing Regulations’) and applicable statutory provisions (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) and subject to the approval or permission of the Registrar of Companies and/or any other regulatory or statutory authorities, as may be required, the consent of the members of the Company be and is hereby accorded to change the name of the company from “Career Point

Limited” (present name of the company) to “CP Capital Limited”, as made available by the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs.

RESOLVED FURTHER THAT pursuant to the provisions of Section 13, 14 and other applicable provisions of the Companies Act, 2013 read with Rule 29 of the Companies (Incorporation) Rules, 2014 (including any amendment thereto or re-enactment thereof) and other applicable rules thereon, approval of the shareholders be and is hereby accorded, for alteration and substitution of the following clauses of Memorandum of Association and Articles of Association of the Company:

• i. The existing Clause I of the Memorandum of Association of the Company be and is hereby altered and substituted by the following as Clause I:

• I. The name of the Company is ‘ CP CAPITAL LIMITED’

• ii. Under “Constitution of the Company” and Part II “Interpretation” in the Articles of Association of the Company be altered and substituted by the name of “ CP CAPITAL LIMITED ”

• iii. The name ‘CAREER POINT LIMITED’ wherever it appears in Memorandum of Association and Articles of Association of the Company be substituted by name ‘ CP CAPITAL LIMITED ’’

RESOLVED FURTHER THAT upon receipt of fresh Certificate of Incorporation or relevant document consequent upon change of name, the old name, i.e. “Career Point Limited” be substituted and/or amended with the new name wherever it occurs in all relevant documents / records including agreements, deeds,

documents, contracts etc. wherein the Company is a party or interested, common seal and at all other places wherever appearing.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, Mr. Pramod Kumar Maheshwari, Managing Director & CEO of the Company, Mr. Om Prakash Maheshwari, CFO of the Company and Mr. Manmohan Pareek, Company Secretary of the Company be and are hereby individually and severally authorized to / for:

• a) to do all acts, deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns, e- forms for the purpose of giving effect to the aforesaid resolution.

• b) filing of relevant applications with BSE Limited, National Stock Exchange of India Limited, and any other authority, as may be required.

• c) filing affidavits, pleadings, applications or any other proceedings incidental or deemed necessary or useful in connection with the above resolution.

• d) to settle any question or difficulty that may arise with regard to the implementation of the above and to give effect to the above resolution.

• e) to authorize/depute/delegate/appoint any official of the Company/consultants/ lawyers as may be required and to give such directions as may be necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard.”

Place: Kota,

Date: January 10, 2025 By Order of the Board Corporate Office: For CAREER POINT LIMITED CP Tower 1, Road No. 1,

IPIA, Kota, Rajasthan 324005

S/d CS Manmohan Pareek Company Secretary & Compliance Officer ACS34858

Notes:

1. Explanatory Statement pursuant to Section 102 and 110 of the Act, and any other applicable provisions of the Act, the Rules made thereunder, Listing Regulations and Secretarial Standards on General Meetings (SS-2), setting out material facts and reasons thereof for the proposed resolutions, forming part of the Notice, is annexed herewith.

2. In accordance with MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to all the Members whose names appear on the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Friday 10th January,2025 ( the “Cut-off date”) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, (“RTA”). Physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.

3. Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at

www.cpil.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Ltd. ( Bombay Stock Exchange Ltd.) at www.bseindia.com , National Stock Exchange of India Limited (NSE) at www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com.

1. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 Listing Regulations read with SEBI circular on e-voting, dated December 9, 2020; SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of National Securities Depository Limited (NSDL), the agency to provide e-voting facility. Members are requested to carefully read the instructions for e-voting that are provided as part of this Postal Ballot Notice before casting their vote.

2. All documents referred to in this notice will also be available electronically for inspection without any fee by the members from the date of circulation of this notice up to the closure of remote e-voting. Members seeking to inspect such documents can send an email to investors@cpil.in

3. The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the Cut-off date i.e. Friday 10th January, 2025. Only those Members holding shares either in physical form or dematerialized form as on the Cut-off date will be entitled to cast their votes only through remote e-voting. A person who is not a member as on the Cut-off date should treat this notice for information purpose only.

4. The remote e-voting period commences from 9.00 a.m. (IST) on Tuesday, 14[th] January, 2025, and ends at 5.00 p.m. (IST) on Wednesday, 12[th] February, 2025. During this period, Members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e., Friday, 10th January, 2025 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting after Wednesday, 12[th] February, 2025 (5:00 PM IST). Once the vote on a resolution is cast by a member, he or she will not be allowed to change it subsequently.

5. Physical copies of the Postal Ballot Notice along with Postal Ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot in line with the exemption provided in the MCA circulars.

6. The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date of e-voting i.e., Wednesday, 12[th] February, 2025.

7. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him, after completion of the scrutiny of the votes casted electronically. The result of the Postal Ballot through remote e-voting process shall be announced not later than two working days from the conclusion of the e-voting and the resolution will be taken as passed, if the results of e-voting indicate that the requisite majority of the Members had assented to the Resolution.

8. The voting results along with Scrutinizer’s report would be published on the website of the Company i.e. www.cpil.in and will be communicated to the Stock Exchanges where the Company’s shares are listed i.e., BSE and NSE.

9. Members are requested to intimate about change in their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to the Company’s Registrar and Share Transfer Agent, M/S Ankit Consultancy Private Limited, Address: 60, Electronic Complex, Pardeshipura, Indore, Madhya Pradesh-452010 email: compliance@ankitonline.com in case the shares are held in physical form and to the Depository Participant (DP) in case the shares are held in electronic form.

10. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorized representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer by e-mail to amitgupta01@gmail.com with a copy marked to evoting@nsdl.com

14. INSTRUCTIONS FOR E-VOTING:

• a) The remote e-voting period commences from 9.00 a.m. (IST) on Tuesday, 14[th] January, 2025, and ends at 5.00 p.m. (IST) on Wednesday, 12[th] February, 2025. During this period, the Members of the Company holding shares either in physical form or in dematerialized form, as on the Cut-Off Date of 10[th] January, 2025 may cast their vote electronically. The e-voting module shall be disabled by NSDL thereafter. Once the vote on the resolution is cast by member, he/she shall not be allowed to change it subsequently or cast the vote again.

• b) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December 2020 and under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. Individual shareholders holding securities in de-mat mode are allowed to vote through their de-mat account(s) maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E-mail ID in their de-mat accounts in order to access e-voting facility.

• c) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• d) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the de-mat account holders, by way of a single login credential, through their de-mat accounts / websites of Depositories / Depository Participants. De-mat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below: Step 1: Access to NSDL e-Voting system - A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository - Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding	1. Existing IDeASuser can visit the e-Services website of NSDL Viz.

• securities in demat mode with NSDL. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e- Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e- Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

• 1. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.Jsp
• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

• Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders holding 1. Users who have opted for CDSL Easi / Easiest facility, can login through their securities in demat mode with CDSL existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• 1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e- Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly.
• 1. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
• 1. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

• Individual Shareholders (holding You can also login using the login credentials of your demat account through your securities in demat mode) login through Depository Participant registered with NSDL/CDSL for e-Voting facility. upon

their depository participants	logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21- 09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retriev your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

5. (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

6. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

7. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

8. a) Click on “ Forgot User Details/Password?”( If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

9. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

10. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to amitgupta01cp@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on Upload Board Resolution / Authority Letter displayed under “ e-Voting tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to (Mr. Kartik Sharma) at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investors@cpil.in

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investors@cpil.in If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1 – TO APPROVE THE CHANGE IN NAME OF THE COMPANY FROM “CAREER POINT LIMITED” TO “CP CAPITAL LIMITED”

The Company is under restructuring process under the Composite Scheme of Arrangement to carry out some restructuring to create pureplay education and financial services business verticals so that the new structure insulates one business from the risk of other businesses and provide flexibility to investors as both businesses shall be listed separately. As per the Hon'ble National Company Law Tribunal (NCLT) Bench, Chandigarh's formal order dated October 22, 2024 the merger of Srajan Capital Limited (NBFC) into Career Point Limited , as well as the demerger of the education business of Career Point Limited into Career Point Edutech Limited , has been duly approved.

In line with the scheme, your Company is also in the final stage of receiving the Certificate of Registration ( CoR) to operate as a Non-Banking Financial Company (NBFC). Therefore, the current name, Career Point Limited , which is predominantly associated with the educational business, no longer accurately reflects the Company’s new business activities and objectives postrestructuring.

Considering the above, the Board of Directors of your Company at its meeting held on 10[th] January, 2025 has decided to change the name of the Company to “CP Capital Limited”, as made available by the Registrar of Companies. This new name would better reflect the Company’s expanded role in the NBFC sector, in consonance with its revised main objects following the Composite Scheme of Arrangement.

If the shareholders approve, the new name of the Company would be CP Capital Limited subject to applicable regulatory approvals.

In light of the above facts, your approval is sought for changing the name of the Company and for altering the Memorandum of Association and Articles of Association of the Company. The draft altered copy of the Memorandum of Association and Articles of Association will be available for inspection at the meeting. The draft altered copy of the Memorandum of Association and Articles of Association are also available for inspection at the registered office of the Company at Village Tangori, Banur, Mohali, Punjab140601 and at the Corporate office at CP Tower-1, Road. No.-1, IPIA, Kota, Rajasthan-324005 during any working day between 11:00 a.m. and 5:00 p.m. and website of the Company - https://www.cpil.in/investors information.aspx

The Company has complied with Regulation 45(1) of SEBI (Listing Obligations and Disclosure) Requirements, 2015, to the extent they are applicable. A certificate from a Practising Chartered Accountant to this effect is annexed herewith as Annexure A.

The proposed change in the name of the Company shall not result in a change of the legal status or constitution of the Company, nor would it affect any rights or obligations of the Company or its shareholders/stakeholders. All existing share certificates bearing the current name of the Company will, after the change of name, continue to be valid for all purposes.

The proposed change will in no way be detrimental to the interest of any shareholder, employee or any other person in any manner whatsoever. The Board is of the opinion that the aforesaid Special Resolution is in the best interests of the Company and hence, recommends the above resolution for your approval as a special resolution. The proposed change in the name of the Company shall also be subject to the approval of the Central Government (Registrar of Companies).

In accordance with the provisions of Section 4, 5, 13 and 14 of the Act and other applicable provisions, if any, of the Act and the rules framed thereunder, a change in the name of a Company requires alteration in the Memorandum of Association and Articles of Association of the Company, which requires the approval of shareholders by way of Special Resolution.

The Board recommends passing of resolution as stated under Item no. 1 to this Notice as Special Resolution.

None of the Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the Special Resolution, except as shareholders of the Company.

Place: Kota,

Date: January 10, 2025

By Order of the Board

Corporate Office: S/d CP Tower 1, Road No. 1, CS Manmohan Pareek IPIA, Kota, Rajasthan 32400 Company Secretary and Compliance Officer ACS34858

Annexure-A

To,

The Board of Directors, Career Point Limited

Regd. Office: Village- Tangori, Banur, Mohali, Punjab-140601

Certificate under Regulation 45(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”)

We, the undersigned, have examined the relevant records of Career Point Limited (" the Company") and the information provided by the Management with respect to the compliance with Regulation 45(1) of the SEBI LODR Regulations in relation to the change of name of the Company to CP Capital Limited.

Based on our examination of the Company’s records and the information and explanations provided to us, we hereby confirm the following, as required under Regulation 45(1) of SEBI LODR Regulations:

1. Time period of at least one year has elapsed from the last name change: Yes, the Company has not changed its name in the past one year.

2. At least fifty percent of the total revenue in the preceding one-year period has been accounted for by the new activity suggested by the new name :

3. Yes, the Company’s Composite Scheme of Arrangement has been approved by the Hon’ble NCLT, wherein the Company’s wholly owned subsidiary, Srajan Capital Ltd., merged with the Company. The effective date of the scheme is 01.04.2023. The financials of the merger meet the criteria of principal business, and accordingly, at least fifty percent of the total revenue in the preceding one-year period has been accounted for by the new activity/business reflected by the new name.

4. The amount invested in the new activity/project is at least fifty percent of the assets of the listed entity :

5. Yes, the Company’s Composite Scheme of Arrangement has been approved by the Hon’ble NCLT, wherein the Company’s wholly owned subsidiary, Srajan Capital Ltd., merged with the Company. The effective date of the scheme is 01.04.2023. The financials of the merger meet the criteria of principal business, and accordingly, at least fifty percent of the total assets of the listed entity are now invested in the new activity, specifically the NBFC business.

This certificate is issued at the request of the Company pursuant to the requirements under Regulation 45(1) of SEBI LODR Regulations for onward submission to the Stock Exchange where the equity shares of the Company are listed.

For Kamal Gupta & Company Chartered Accountants Firm Registration No.: 0031182C

S/d

CA. Kamal Gupta Proprietor Membership Number: 439177

Date: January 10, 2025 Place: Kota

UDIN: 25439177BMLCDH7747