NCLT approves Times Group’s plan to demerge non-publishing businesses into Times Horizon

The National Company Law Tribunal’s (NCLT) Mumbai bench on Wednesday approved Bennett, Coleman & Company Ltd’s proposal to spin off its non-publishing operations into Times Horizon Pvt. Ltd. (THPL), a wholly owned subsidiary created for the restructuring. The move marks a key organisational shift for the Times Group as it seeks sharper focus and operational clarity across its diverse business verticals.

The order, delivered by Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar, sanctioned the composite scheme of arrangement under Sections 230–232 of the Companies Act. The tribunal noted that the restructuring provides for the transfer of the business undertaking to THPL on a going-concern basis.

It also authorised the cancellation of THPL’s existing share capital, ensuring that the shareholding of the resulting company mirrors that of BCCL after the demerger takes effect.

According to filings submitted to the tribunal, BCCL and its subsidiaries operate through two distinct divisions — the traditional Publishing Business and a non-publishing segment referred to in the documents as the EIBME Business.

While the acronym is not defined in the order, the non-publishing operations listed by the company span a wide range of media and consumer-facing businesses including television broadcasting, digital products and services, internet platforms, radio entertainment, music and films, out-of-home advertising, real-estate classifieds, education and edtech, fintech, sports, gaming, brand-capital initiatives, events, conferences, advertising, magazines and investments across asset classes.

THPL was incorporated specifically to house these businesses. The boards of both companies approved the demerger plan on September 22, 2025, with an appointed date of April 1, 2026, or the effective date of the scheme, whichever occurs earlier.

The tribunal recorded the applicants’ contention that the two segments have significantly different capital structures, operational requirements, risk profiles and regulatory burdens. Consolidating the non-publishing verticals under one entity, they argued, would enable sharper managerial focus, operational streamlining and value optimisation across high-growth business lines.

Given that all equity shareholders of both companies and over 90% of BCCL’s unsecured creditors had already submitted their consents to the demerger, the tribunal waived the requirement for convening their meetings.

As part of the procedural directions, NCLT instructed the companies to serve notices to statutory authorities including the Regional Director, Registrar of Companies, Income Tax and GST departments, the Competition Commission of India and the Ministry of Information and Broadcasting.

The companies have also been directed to provide detailed disclosures relating to guarantees, contingent liabilities, ongoing IBC proceedings, material litigation and letters of credit, and to file an affidavit of service within ten working days.

The restructuring marks a significant step in BCCL’s efforts to unlock value from its expanding non-publishing operations, which have grown into a diversified portfolio spanning multiple sectors beyond its core publishing heritage.