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FINANCIAL & LENDING BUSINESS

M & A Critique

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March 2023

Career Point: Baby (side business) becomes larger than the primary business

- Anirudha Jain

FINANCIAL & LENDING BUSINESS

The Board has considered and approved the Scheme of Arrangement between Srajan Capital Limited ("SCL" or "Transferor Company"), Career Point Limited ("Transferee Company" or "Demerged Company" or "CPL"") and Career Point Edutech Limited ("CP Edutech" or "CPEL" or "Resulting Company") and their respective shareholders ("Scheme"), which inter alia provides for the following:

A. Merger of SCL into CPL.

B. Demerger of the Education Business of the Company (Demerged Undertaking as defined hereinafter) into the Resulting Company

CPL is primarily engaged in the education business includes offering the diversified products and integrated services in education segments including pre-school, school education (K-12), test preparation (tutorial services), higher education (universities), e-Learning and vocational education. CPL also carries on education business through its subsidiaries including Career Point Edutech Limited. Further, CPL holds investments in its subsidiaries which are engaged in noneducation business. The equity shares of CPL are listed on nationwide bourses. The registered office of the company is in Chandigarh.

SCL is primarily engaged in the business of providing loans, including educational loans, institutional loans, personal loans, and business loans (trade finance and term loans to regional SMEs). SCL is a wholly owned subsidiary of CPL. SCL is registered as a Non-Banking Financial Company with the Reserve Bank of India. The registered office of the company is located in the state of Punjab.

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