CP CAPITAL LIMITED — Proxy Solicitation & Information Statement 2025

Jan 3, 2025

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January 03, 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 December 31, 2024 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 the appointment of Mr. Nikhar Jain as Director of the Company designated as Independent Director of the Company	Special Resolution
2.	Approval for the appointment of M/s S P Chopra & Co., Chartered Accountants (FRN 000346N) as Statutory Auditor of the Company to fill casual vacancy occurred due to resignation ofprevious StatutoryAuditor etc	Ordinary 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, December 27, 2024 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 Sunday, January 05, 2025 at 09:00 A.M. (IST) and will end on Monday, February 03, 2025 at 05:00 P.M. (IST).

MANMOH Digitally signed by MANMOHAN PAREEK AN PAREEK Date: 2025.01.03 12:39:48 +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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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.

You are requested to take the above information on record.

Thanking you, Yours Faithfully,

For Career Point Limited

MANMOHA Digitally signed by MANMOHAN PAREEK N PAREEK Date: 2025.01.03 12:39:23 +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.	Monday, 30.12.2024
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.	Tuesday, 31.12.2024
3	Date of appointment of the Scrutinizer.	Tuesday,31.12.2024
4	Cut of date for reckoning of voting rights of the Shareholders.	Friday, 27.12.2024
5	Date of completion of dispatch of notice	Friday,03.01.2025
6	Place the Postal Ballot Notice on the Website.	Friday,03.01.2025
7	Date ofpublishingAdvertisement in Newspaper.	Saturday,04.01.2025
8	Remote E-votingPeriod(Start)	Sunday,05.01.2025
9	Remote E-votingPeriod(End)	Monday,03.02.2025
10	Date on which Resolution will be deemed to be passed	Monday, 03.02.2025
11	Date of submission of report bythe Scrutinizer.	Wednesday,05.02.2025
12	Date of declaration of result by the chairman and Intimation to the stock exchanges.	Wednesday, 05.02.2025

MANMOH Digitally signed by MANMOHAN PAREEK AN PAREEK Date: 2025.01.03 12:40:15 +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 members/ records as received from Registrar and Share Transfer Agent and Depositories as on the cut-off date i.e. Friday 27th December, 2024.

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 27th December, 2024 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 Sunday 05th January, 2025 at 9:00 a.m. and ends on Monday 03[rd] 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. 03[rd] 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: APPOINTMENT OF MR. NIKHAR JAIN (DIN: 05187475) AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A PERIOD OF FIVE CONSECUTIVE YEARS FROM NOVEMBER 11, 2024

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) (including any statutory modification(s) or reenactment(s) thereof for the time being in force), based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of

Directors, Mr. Nikhar Jain (DIN: 05187475), who was appointed as an Additional Director designated as Non-Executive Independent Director with effect from November 11, 2024 under Section 161 of the Act, and who has submitted a declaration that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations and who is eligible for appointment, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years effective from November 11, 2024.

RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised “Committee” thereof) or the Company Secretary of the Company be and is hereby authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”

ITEM NO. 2: TO APPOINT M/S S P CHOPRA & CO, CHARTERED ACCOUNTANTS AS A STATUTORY AUDITOR TO FILL CASUAL VACANCY CAUSED BY RESIGNATION OF PREVIOUS AUDITOR FOR F.Y. 202425

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

“RESOLVED THAT pursuant to the provisions of Sections 139,141,142 and other applicable provisions, if any, of the

Companies Act, 2013 read along with the Companies (Audit and Auditors) Rules, 2014 SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force] and upon recommendation of the member, Audit Committee and Board of Directors, M/s S P Chopra & Co., Chartered Accountants (FRN 000346N) who have confirmed their eligibility to be appointed as Statutory Auditors of the Company in terms of Section 141 of the Act and applicable rules, be and is hereby appointed as Statutory Auditors of the Company w.e.f. date of declaration of voting results i.e. February 03, 2025 until the conclusion of the next Annual General Meeting of the Company to fill up the causal vacancy caused by the resignation of M/s Lodha & Co. LLP, Chartered Accountants (FRN: FRN 30105E/E300284) for FY 2024-25 on such remuneration as may be decided by Board of Directors in consultation with Auditors in addition to taxes and re- imbursement for out of pocket expenses incurred by the Auditors on audit.

RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised “Committee” thereof) or the Company Secretary of the Company be and is hereby authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”

Place: Kota,

Date: December 31, 2024 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 27th December,2024 ( 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.

4. 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.

5. 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

6. 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 27th December, 2024. 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.

7. The remote e-voting period commences from 9.00 a.m. (IST) on Sunday, 05[th] January, 2025, and ends at 5.00 p.m. (IST) on Monday, 03[rd] 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, 27th December, 2024 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting after Monday 03[rd] 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.

8. 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.

9. The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date of e-voting i.e., Monday 03[rd] February, 2025.

10. 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.

11. 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.

12. 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.

13. 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 Sunday, 05[th] January, 2025, and ends at 5.00 p.m. (IST) on Monday, 03[rd] 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 27th December, 2024 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 demat 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 IDeAS user 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.
• 1. 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 securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon 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’.

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

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

• 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.

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

• 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.

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

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

• 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 - APPROVAL FOR APPOINTMENT OF MR. NIKHAR JAIN (DIN: 05187475) AS NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY TO HOLD OFFICE FOR A PERIOD OF FIVE CONSECUTIVE YEARS FROM NOVEMBER 11, 2024

In compliance with the Companies Act, 2013 (the ‘Act’) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI LODR Regulations’), the Board of Directors, based on the recommendations of the Nomination and Remuneration Committee, had appointed Mr. Nikhar Jain (DIN: 05187475) as an Additional Director designated as Non-Executive Independent Director of the Company, for a term of five consecutive years from November 11, 2024, not liable to retire by rotation. Her appointment is subject to the approval of Shareholders of the Company.

The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI LODR Regulations. In terms of Regulation 25(8) of SEBI LODR Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Mr. Nikhar Jain has also confirmed that he is not disqualified from being appointed as Director, in terms of the provisions of Section 164(2) of the Act and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or any other authority and has given his consent to act as a Director of the Company.

The detailed profile and specific expertise of Mr. Nikhar Jain as required under Regulation 36(3) of SEBI LODR Regulations and SS-2 are provided in Annexure - A of this Notice.

The Nomination and Remuneration Committee (‘NRC’) has considered his diverse skills, integrity, accounting and finance experience, leadership capabilities, strategic planning, risk management and vast expertise and experience, among others, as being key requirements for this role. In the opinion of the Board, Mr. Nikhar Jain fulfils the conditions for independence specified in the Act, the Rules made thereunder and the SEBI LODR Regulations. The NRC and the Board considers that given the skills, integrity, expertise and experience, the continued association of Mr. Nikhar Jain would be of immense benefit to the Company, and it is desirable to appoint her as a Non-Executive

Independent Director of the Company for a term up to five consecutive years commencing from November 11, 2024.

The Board recommends the Special Resolution as set out at Item No. 1 of the Notice for approval by the Members of the Company.

Other than Mr. Nikhar Jain, to whom the resolution relates and his relatives, none of the Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested, financially or otherwise, except to the extent of their respective shareholding, if any, in the proposed Special Resolution as set out in Resolution No. 1 of this Notice.

ITEM NO. 2 - APPROVAL FOR APPOINTMENT OF M/S S P CHOPRA & CO, CHARTERED ACCOUNTANTS AS A STATUTORY AUDITOR TO FILL CASUAL VACANCY CAUSED BY RESIGNATION OF PREVIOUS AUDITOR FOR F.Y. 2024-25

The Members of the Company at its 22[nd] Annual General Meeting held on September 29, 2022 had appointed M/s LODHA & CO. LLP, Chartered Accountants (FRN: 301051E) as the Statutory Auditors of the Company to hold office for a period of five (5) consecutive financial years from 2022-23 to 2026-27.

M/s. LODHA & CO. LLP, Chartered Accountants has resigned from the office of Statutory Auditor vide their letter dated 11[th] November, 2024 before completion of its term citing reasons as "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 resignation of M/s. LODHA & CO. LLP has caused a casual vacancy in the office of Statutory Auditors as envisaged by Section 139(8) of the Companies Act, 2013 and casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking consent of the members.

M/s. LODHA & CO. LLP, Chartered Accountants has issued their limited review reports on the Company's results for the quarter and half-year ended September 30, 2024. Their intention to step down as Statutory Auditors of the Company was received by letter on November 11, 2024 and was duly placed before the Audit Committee and Board of Directors of the Company at their meetings held on November 11, 2024 and M/s. LODHA & CO. LLP, Chartered Accountant have confirmed that there were no reasons for resigning other than as stated above.

Consequent to the casual vacancy the Board of Directors, on the basis of recommendation of Audit Committee and special notice from shareholder regarding appointment of

new statutory auditor, has in its meeting held on 31[st] December, 2024 recommended to members for appointment of M/s S P Chopra & Co., Chartered Accountants (FRN 000346N)], as the Statutory Auditors of the Company to hold office up to the conclusion of next Annual General Meeting of the Company. M/s. S P Chopra & Co, Chartered Accountants, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if approved and made by the members, would be within the limits prescribed under the Companies Act, 2013.

M/s S P Chopra & Co., Chartered Accountants (FRN 000346N)],), (" the Audit Firm"), is a firm of Chartered Accountants registered with Institute of Chartered

Accountants of India (ICAI). It's head office is at Connaught Palace, New Delhi. It provides Risk Advisory, Tax and Regulatory, Audit and Assurance Services, Legal & Secretarial Compliances, Fixed Assets, Inventory, Onground Verification, Forensic Audit and Investigation, ESG Planning, Implementation and Monitoring, Valuation services to its various clients.

The Board recommends passing of resolution as stated under Item no. 2 to this Notice as Ordinary 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,

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 ACS:34858

Annexure-A

DETAILS OF DIRECTOR BEING APPOINTED PURSUANT TO SS-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI) AND REGULATION 36 OF THE SEBI LODR REGULATIONS, 2015

Name of Director	Mr. Nikhar Jain
Director Identification Number(DIN)	05187475
Date of Birth / Age
Qualification	 Chartered Accountant Institute of Chartered Accountants of India.  Master in Commerce(M.Com.)from Kota University
Expertise in specific functional areas and Resume / Profile	Mr. Nikhar Jain is a fellow member of Institute of Chartered Accountant of India (ICAI) besides holding Certificate of Practice. He has more than thirteen years of rich exposure in the areas of auditing, taxation and Company Law matters etc. He is a senior partner of M/s Nikhar Jain & Co., Kota, Rajasthan. Mr. NIkhar Jain holds post degree in Commerce. He secured all India 21st rank in ICAI final exam held on November 2010
Date of first appointment on the Board	November 11, 2024, subject to the approval of the Shareholders of the Company
Terms and conditions of appointment	Appointment as a Non-Executive Independent Director for a period of five years with effect from November 11, 2024, not liable to retire byrotation
Shareholding in the Company as on the date of Postal Ballot notice(self and beneficial basis only)	NIL
Details of remuneration last drawn (up to the date of this Notice)	NIL
Details of remuneration sought to be paid	Sitting Fees for attending Board and/or Committee Meetings
Inter-se relationships between Directors and Key Managerial Personnel	Mr. Nikhar Jain is not related to any other Directors and KeyManagerial Personnel of the Company
Number of Meetings of Board attended during 2024-25 (upto the date of this Notice)	NIL
Membership / Chairmanship of the Committee(s) of Board of Directors of the Company as on the date of Postal Ballot notice	NIL
Directorship in other Companies as on the date of this Notice	NIL
Membership / Chairmanship of Committees in other companies as on the date of this Notice	NIL
Listed companies from which he has resigned in the past threeyears	NIL
Skills and capabilities required for the role and the manner in which theproposedperson meets such requirements	For detail, please refer to the explanatory statement forming part of this Notice.

Annexure-B

• Information pursuant to SEBI Circular No. SEBI/HO/CFD/CFD PoD1/P/CIR/2023/123 dated July 13, 2023

Sl. No.	Particulars	Description
1.	Name of the Company	Career Point Limited
2.	Name of Auditor	M/s S P Chopra & Co.,Chartered Accountants(FRN 000346N)
3	Reason for change VIZ. appointment, resignation, removal, death or otherwise.	Board of Directors recommended to shareholders for Appointment of M/s S P Chopra & Co., Chartered Accountants (FRN 000346N)] as Statutory Auditor of the Company to fill casual vacancy occurs due to resignation of M/s. Lodha & Co. LLP, Chartered Accountants, (FRN 30105E/E300284)from thepost of StatutoryAuditors of the Company
4	Date of appointment/cessation (as applicable)& term of appointment	w.e.f. the last date of e-voting i.e., Monday 03rd February, 2025
5	Brief Profile (in case of appointment).	M/s S P Chopra & Co., Chartered Accountants have an expertise in providing Auditing, finance, legal, taxation, assurance & regulato1y services & focusingon business excellence.
6	Disclosure of relationships with Directors.(in case of appointment).	Not applicable