Key Details

Symbol (NSE): CLEDUCATE

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of wholly-owned subsidiary into parent company

Entities Involved

Transferor Company (Amalgamating Company): DEXIT Global Limited (CIN: U72200MH1999PLC122456)

Transferee Company (Amalgamated Company): CL Educate Limited (CIN: L74899DL1996PLC425162)

Demerged Company: Not Applicable

Resulting Company: CL Educate Limited (existing entity)

Financial Information

DEXIT Global Limited Financials (Standalone FY 2025-26):

  • Turnover: ₹223.47 Crores

CL Educate Limited Financials (FY 2025-26):

  • Standalone Turnover: ₹275.28 Crores
  • Consolidated Turnover: ₹548.12 Crores

Share Entitlement Ratio

No share entitlement ratio applicable. Since the entire equity share capital of DEXIT Global Limited is wholly held by CL Educate Limited, there shall be no issue of shares as consideration for the amalgamation.

Implied Capital Structure Impact

No change in issued share capital or paid-up capital. There will not be any change in the existing shareholding pattern of CL Educate Limited pursuant to the proposed Scheme.

Post-Allotment Listing Plan

CL Educate Limited will remain listed on the stock exchanges. No separate listing of any resulting entity.

Regulatory and Approval Status

Current Status: Board of Directors approved the Scheme on October 19, 2026

Pending Approvals:

  • Approval from Hon'ble National Company Law Tribunal
  • Approval from regulatory authorities as required under applicable laws

Effective Date: Not Specified

Transaction Details

Related Party Transaction: Yes, but exempt from related party transaction provisions under:

  • General Circular No. 30/2014 dated July 17, 2014 issued by Ministry of Corporate Affairs
  • Regulation 23(5)(b) of SEBI Listing Regulations

Arm's Length Requirement: Not applicable due to exemption

Valuation Requirement: No valuation required as no shares will be issued

Cash Consideration: No cash consideration involved

Business Profiles

DEXIT Global Limited Business: Application Services, Testing Center of Excellence, Infrastructure Services, Integrated Security Response Center, Analytics as a Service and Digital Examination Services (e-Assessments and e-Auctions) for BFSI segment

CL Educate Limited Business: Education and test preparation training programmes including tuitions to school students and coaching to aspirants for entrance examinations at school and graduate/post-graduate levels

Financial Rationale

The Scheme is expected to result in the following benefits:

  • Consolidation of businesses for simplified organizational structure
  • Improved operational and management efficiencies
  • Streamlined business operations and decision-making process
  • Greater economies of scale
  • Creation of larger unified entity with wider and stronger capital and asset base
  • Unlocking significant potential synergies across products, customers and technology excellence
  • Pooling of financial, human, technological, managerial resources and expertise
  • More efficient utilization of capital for enhanced development and growth
  • Cost reduction through elimination of duplication of administrative expenses, overheads, and compliances
  • Optimum utilization of resources

Impact on Shareholders

  • No change in existing shareholding pattern of CL Educate Limited
  • No dilution of ownership
  • No change in voting rights
  • Shareholders will benefit from the consolidated entity's improved operational efficiency and potential value creation

Implementation Timeline

Board Meeting Details:

  • Date: October 19, 2026
  • Commencement: 11:30 AM (IST)
  • Conclusion: 14:42 PM (IST)

Next Steps: Submission to NCLT and regulatory authorities for approval