Navneet Education Limited has announced board approval for a composite scheme of arrangement for the demerger of the publishing business from its wholly-owned subsidiary Indiannica Learning Private Limited (ILPL) into the parent company. The board meeting held on January 8, 2026, formally approved the restructuring under sections 230 to 232 and section 66 of the Companies Act, 2013.

Demerger Structure and Financial Details

The approved scheme involves transferring the publishing business of ILPL, which generated a turnover of ₹54.31 crores in FY 2024-25, representing 99.68% of ILPL's total revenue. The demerger will be executed on a going concern basis, transferring all operations, assets, properties, investments, and liabilities related to the publishing business.

Strategic Rationale and Business Benefits

The company has outlined multiple strategic benefits for the demerger. The consolidation will enable Navneet Education to combine its existing publishing operations with ILPL's CBSE and ICSE curriculum-focused publishing business, creating synergies in content creation and technological development. The scheme aims to achieve economies of scale, reduce administrative overheads, and provide better market reach through consolidated operations.

Regulatory Approval Requirements

The composite scheme remains subject to requisite regulatory approvals, including clearance from the National Company Law Tribunal (NCLT) Mumbai Bench. The scheme also includes provisions for reduction of equity share capital, preference share capital, and securities premium of ILPL to address debit balance in retained earnings as of March 31, 2025.

Capital Structure Impact

Since ILPL is a wholly-owned subsidiary of Navneet Education, no shares will be issued or allotted as part of the demerger process. The shareholding pattern of the listed entity will remain unchanged, and ILPL will continue as a wholly-owned subsidiary post-demerger. The scheme is designed to streamline operations while maintaining the existing corporate structure and reducing related party transactions between the entities.

Navneet Education has announced its intention to establish a wholly owned subsidiary in the United Arab Emirates, marking a significant step in the company's international expansion strategy. The proposed subsidiary will operate under the name 'Navneet Global FZE' and is currently awaiting regulatory approval.

Strategic International Expansion

The establishment of Navneet Global FZE represents Navneet Education's commitment to expanding its presence beyond the Indian market. The UAE-based subsidiary is expected to serve as a strategic hub for the company's operations in the Middle East region.

Regulatory Approval Process

Navneet Education is currently in the process of obtaining the necessary approvals from relevant authorities to establish the subsidiary. The company's decision to set up operations in the UAE aligns with the region's growing importance as a business hub connecting Asia, Africa, and Europe.

Business Implications

The proposed subsidiary could provide Navneet Education with enhanced access to international markets and opportunities for business diversification. The UAE's strategic location and business-friendly environment make it an attractive destination for companies looking to expand their global footprint.

This development reflects Navneet Education's strategic vision to establish a stronger international presence and explore new growth opportunities beyond its traditional domestic market operations.