NCLT rejects Byju’s plea to stay rights issue of Aakash Educational Services

In an important development in the ongoing dispute between Aakash Educational Services Ltd. (AESL) and Think & Learn Pvt. Ltd. (TLPL), the National Company Law Tribunal (NCLT), Bengaluru Bench, has rejected a plea made by the Resolution Professional (RP) of TLPL. The plea, filed in a second oppression and mismanagement petition by the RP, sought to halt AESL’s rights issue.

Shailendra Ajmera, a partner at Ernst & Young LLP (EY), is presently acting as the Resolution Professional for Think & Learn Pvt. Ltd. in the pending insolvency proceedings before the NCLT.

The RP sought to restrain Aakash Educational Services from proceeding with its Board-approved rights issue and convening its Extraordinary General Meeting (EGM) scheduled for October 29, 2025.

The Bench, comprising Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada, declined the plea, holding that AESL’s decision to raise capital through a rights issue was legitimate, equitable, and within the company’s authority. The Tribunal noted that AESL’s Board was entitled to make business decisions to ensure financial stability and that the RP’s inability to participate in the issue did not amount to oppression or unfair prejudice.

When the Senior Counsel for the Committee of Creditors (CoC) attempted to intervene, the Tribunal did not permit the action and recorded the objection: “The objections raised on behalf of other Respondents to the presence of CoC is that the oppression and mismanagement petition is essentially between the shareholders of the Company and no stranger can be allowed to participate.”

The order also recorded the submission that banks had become unwilling to extend further credit facilities to Aakash Educational Services due to disputes among shareholders and the company’s precarious financial health, thereby validating AESL’s need to infuse capital through a rights issue. The NCLT made it clear that the RP could seek access to financial documents as part of due process but that such access could not be a ground to restrain legitimate corporate actions.

The Tribunal observed, criticizing the filing of multiple petitions on overlapping issues: “We seek to refrain from making detailed observations, lest it would prejudice the other petition C.P No. 46/BB/2025 pending between the parties as detailed arguments are continuing therein as per the dates scheduled with the consent of the parties.”

Senior Counsel Dr. UK Chaudhary and CK Nandakumar, along with Raj Chandrachud and Shyam Sundar, appeared for AESL. Senior Counsel Mr. Abhinav Vashist appeared for the RP, and Senior Counsel SS Nagananda appeared on behalf of the Committee of Creditors (CoC).

The Tribunal’s decision reaffirms AESL’s position that it has been exercising its governance responsibilities in compliance with law and in the best interest of the company, students, employees, and shareholders.

Finally, the matter has been listed for further hearing on November 12, 2025, with directions to all respondents to file their replies within two weeks of receiving notice and two weeks thereafter for the Petitioner to file a rejoinder, if any.

Also See: List of Byju’s assets up for sale under insolvency resolution process