NCLT Mumbai Sanctions ITM Edutech's Restructuring Plan to Demerge Its Online Education Business

The National Company Law Tribunal (NCLT) at Mumbai has approved the second-motion petition filed by ITM Edutech Training Pvt Ltd and ITM Edutech (India) Ltd, allowing the group to restructure its online education and training courses through a demerger into the resulting company, ITM Edutech (India) Ltd.

The tribunal held that the scheme “appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy.”

ITM Edutech is part of the ITM Group of Institutions, which runs higher-education colleges, professional institutes and online training programmes across management, engineering, health sciences, hospitality and design.

A bench of Judicial Member KR Saji Kumar and Technical Member Anil Raj Chellan recorded that both companies had passed resolutions on 3 February 2025 approving the restructuring. It noted that the unsecured creditors of ITM Edutech Training had met on 4 August 2025 and supported the proposal.

Under the scheme, the demerged undertaking comprising online training and education courses in management, engineering and related fields will be transferred to ITM Edutech (India) Ltd, with 1 April 2024 as the appointed date.

Shareholders of the demerged company will receive 49 equity shares of the resulting company for every 10 shares held. The companies said the transfer would allow each business to operate independently, create specialised offerings, strengthen its academic platform and better align with industry-specific demands.

During the second motion stage, the Regional Director's report of 14 November 2025 flagged pending audit reports, protection of creditor interests and compliance with accounting standards. However, after the companies clarified on November 19, 2025 that compliance would be ensured by the resulting company and that creditors' rights would remain intact, the Regional Director raised no further concerns.

The tribunal observed that no authority, including the Income Tax Department, had objected to the arrangement.

Finding that the statutory requirements had been met, the tribunal sanctioned the scheme and directed the companies to file a certified copy of the order and the approved arrangement with the Registrar of Companies within 30 days.