Think & Learn Pvt Ltd (TLPL), the parent company of edtech major Byju’s, has filed an appeal before the National Company Law Appellate Tribunal (NCLAT) challenging the National Company Law Tribunal (NCLT) order that refused to halt Aakash Educational Services Ltd’s (AESL) proposed extraordinary general meeting (EGM) for a rights issue.
The Bengaluru bench of the NCLT, on October 17, 2025, had dismissed Byju’s plea seeking to restrain Aakash from holding its October 29 EGM, where the rights issue will be discussed. The tribunal had declined to grant interim relief to the debt-laden edtech firm, which is currently under insolvency proceedings.
On Monday, a two-member NCLAT bench in Chennai, comprising Justice N Seshasayee and Jatindranath Swain, reserved its order on a separate application filed by GLAS Trust Company LLC, a US-based lender that holds over 90% of the voting rights in Byju’s Committee of Creditors (CoC). GLAS Trust had earlier challenged the NCLT’s refusal to stay the EGM.
Byju’s Concerns Over Stake Dilution
During the hearing, Senior Advocate C.A. Sundaram, representing Think & Learn, argued that the EGM should be stayed to protect TLPL’s 25% stake in Aakash, warning that the proposed rights issue would dilute Byju’s shareholding to below 5%.
On the other hand, Senior Advocate Gopal Subramanium, appearing for Aakash Educational Services, contended that the October 29 meeting was simply to pass a shareholder resolution, after which a letter of offer would be sent to all shareholders inviting them to subscribe to the rights issue.
Subramanium emphasized that Aakash urgently requires additional funds to sustain operations for its 350,000 students and 10,000 employees, noting that AESL itself is not part of Byju’s insolvency proceedings—Byju’s only holds a shareholding interest in it.
Alleged Violation of Articles of Association
Byju’s, in its petition, claimed that Aakash’s move to convene the EGM is a “gross violation of the Articles of Association” and disregards the participation and veto rights granted to Think & Learn under a previous NCLT order dated November 19, 2024.
Senior Advocate Abhinav Vashisht appeared on behalf of the Resolution Professional (RP) overseeing Think & Learn’s insolvency process.
Byju’s, now undergoing Corporate Insolvency Resolution Process (CIRP), has been battling multiple legal challenges amid its ongoing debt crisis and disputes with lenders and subsidiaries.
