Navneet Education Limited has announced a Composite Scheme of Arrangement involving the demerger of its wholly-owned subsidiary's publishing business and capital restructuring. The scheme, approved by the boards of both companies on January 8, 2026, is designed to consolidate educational publishing operations and streamline business structure.

Scheme Structure and Components

The Composite Scheme of Arrangement comprises two main elements under the Companies Act 2013:

Company Details and Business Operations

Indiannica Learning Private Limited, incorporated in 1998, operates two distinct business segments. The Publishing Business focuses on educational books and printed materials for CBSE and ICSE curriculum, including textbooks, workbooks, and reference books. The Digital Products and Trading Business involves acquiring and selling licenses for educational software solutions and trading printed educational materials.

Navneet Education Limited, established in 1984 and listed on BSE and NSE, is a leading educational book publisher in India. The company specializes in State board curriculum publications, entrance exam materials, CBSE curriculum content, and operates stationery and EdTech businesses.

Capital Structure Overview

The current capital structure of both companies reflects their operational scale and ownership arrangement:

Indiannica Learning Private Limited (as of March 31, 2025):

Navneet Education Limited (as of March 31, 2025):

Strategic Rationale and Benefits

The scheme aims to achieve several strategic objectives through business consolidation. The demerger will enable Navneet Education to consolidate complementary publishing businesses focused on educational content, leveraging its strong brand visibility and market leadership. The consolidation is expected to create synergies in content creation, technological development, and operational efficiency.

Key benefits include:

• Enhanced market reach through consolidated educational content offerings
• Streamlined organizational structure and reduced management overlaps
• Optimal utilization of financial and human resources
• Economies of scale in publishing operations
• Reduced related party transactions between companies

Capital Reduction Details

The capital reduction component addresses Indiannica Learning's financial restructuring needs. The company will reduce its share capital and securities premium to eliminate the debit balance in retained earnings of ₹126,77,45,942.00.

Regulatory Approvals and Timeline

The scheme requires approval from the National Company Law Tribunal (NCLT) Mumbai Bench and other regulatory authorities. Since Indiannica Learning is wholly-owned by Navneet Education, no formal approval from stock exchanges or SEBI is required under current regulations. The scheme will only be filed with stock exchanges for disclosure purposes.

The companies have authorized their respective management teams to handle all regulatory filings, modifications as may be required by authorities, and implementation of the scheme upon receiving necessary approvals.

Navneet education Limited has announced that its board of directors will convene on January 30, 2026, to review and approve the company's quarterly financial performance. The meeting has been scheduled in accordance with Regulation 29 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Agenda

The primary focus of the board meeting will be to consider and approve both standalone and consolidated unaudited financial results for specific reporting periods. The company has outlined the scope of financial review in its official communication to stock exchanges.

Trading Window Restrictions

Navneet Education Limited has implemented trading window restrictions as part of its compliance with insider trading regulations. The company had previously communicated these restrictions through its letter dated December 30, 2025. The trading window closure affects all dealings in the company's shares during the specified period.

Regulatory Compliance

The board meeting announcement demonstrates the company's adherence to regulatory requirements under SEBI guidelines. Company Secretary Amit D. Buch has formally communicated the meeting details to both major stock exchanges where the company's shares are listed.

The notification has been sent to the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited, ensuring transparency and compliance with listing obligations. The company operates under the symbol NAVNETEDUL on NSE, maintaining its commitment to regulatory transparency.

Corporate Communication

Navneet Education Limited has maintained its standard communication protocol by informing stakeholders about the upcoming board meeting well in advance. The company's formal notification includes all necessary details required under regulatory frameworks, ensuring investors and market participants are adequately informed about the scheduled financial results review.