Navneet Education Limited has successfully incorporated its wholly owned subsidiary in the United Arab Emirates, marking a significant milestone in the company's international expansion strategy. The Government of Fujairah, Fujairah Free Zone Authority has granted approval for the establishment of 'Navneet Global FZE' in the Fujairah Free Zone.

Incorporation Details

The subsidiary has been officially incorporated with comprehensive regulatory documentation and licensing. The incorporation details are as follows:

Regulatory Framework and Compliance

The incorporation has been completed pursuant to Emiri Decree No. 6 for the year 1987, which established the Free Zone framework, as amended by Emiri Decree No. 1 for the year 2004. The Certificate of Incorporation has been issued by the Government of Fujairah, Fujairah Free Zone Authority, providing the subsidiary with full legal status to operate within the free zone.

Navneet Education Limited has maintained full compliance with Indian regulatory requirements throughout the incorporation process. The company had previously submitted all necessary details to stock exchanges on December 16, 2025, in accordance with Regulation 30 of the SEBI Listing Regulations and relevant SEBI circulars.

Strategic Expansion Initiative

This incorporation represents Navneet Education's strategic move to establish a presence in the UAE market through the Fujairah Free Zone. The wholly owned subsidiary structure provides the parent company with complete operational control while benefiting from the advantages offered by the free zone environment.

The establishment of Navneet Global FZE demonstrates the company's commitment to expanding its geographical footprint beyond the Indian market. The UAE location positions the subsidiary strategically for potential operations across the Middle East and North Africa region.

Corporate Governance and Documentation

The incorporation process has been overseen by Company Secretary Amit D. Buch, ensuring proper corporate governance protocols are maintained. All required documentation has been submitted to both the National Stock Exchange of India Limited and BSE Limited, maintaining transparency with stakeholders and regulatory compliance.

The company has provided comprehensive intimation to stock exchanges, including the Certificate of Incorporation issued by the Fujairah Free Zone Authority, ensuring all stakeholders are informed of this significant corporate development.

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.