NCLT Bengaluru Denies Interim Relief To Riju Ravindran In His Plea Against Glas Trust's Aakash Right Issue Funding Plan

The National Company Law Tribunal (NCLT) at Bengaluru on Tuesday refused to grant any interim relief in former Byju's promoter Riju Ravindran's plea challenging the Committee of Creditors' approval of a Compulsorily Convertible Debenture structure proposed by Glas Trust to fund Think and Learn Private Limited's subscription to Aakash Educational Services Limited's rights issue.

The tribunal refused to grant any interim relief after having deferred its ruling on Friday, the day the rights issue closed. Glas Trust has already paid about Rs 25 crore of the proposed Rs 100 crore and the funds have been deposited with Aakash Educational Services Limited.

The matter was heard last week by Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada, who had reserved orders after marathon submissions.

Denying any interim relief, the tribunal said, "As far as the application is concerned, we are not able to convince ourselves about any interim relief", the tribunal said

Ravindran sought to block the CCD arrangement approved by the Committee of Creditors on November 5 as a Corporate Insolvency Resolution Process cost. Think and Learn Private Limited holds 25.7 percent in Aakash Educational Services Limited and was entitled to subscribe to shares worth Rs 25.75 crore in the rights issue, which closed on Friday.

With the company lacking funds, Glas Trust which commands 99.25 percent voting rights in the Committee of Creditors proposed that its subsidiary would subscribe to CCDs issued by Think and Learn Private Limited to enable the subscription.

Senior Advocate Navin Pahwa, appearing for Ravindran, argued that although the instrument was presented to the Committee of Creditors as compulsorily convertible, the clauses allowed the holder to demand conversion only at the end of the term, creating optionality.

He submitted that this brought the instrument within the External Commercial Borrowing framework and raised concerns under the Foreign Exchange Management Act because ECB proceeds cannot be used to subscribe to equity under Reserve Bank of India regulations. He also argued that the Committee of Creditors voted on incomplete information since only indicative terms were circulated at the meeting and the full executed documents were shared later.

He pointed out that the executed paperwork showed the subscriber as Byju's Alpha Inc., a Delaware corporation formerly a subsidiary of Think and Learn Private Limited, which he said had not been disclosed to the Committee of Creditors.

Senior Advocate C A Sundaram, for Glas Trust, opposed the plea and said the petitioner had withheld a recent National Company Law Appellate Tribunal order refusing to stay the rights issue and confirming the Committee of Creditors' authority. He maintained that the CCDs were fully and compulsorily convertible and pointed to the requirement of filing FC-GPR with the Reserve Bank of India.

He said the clause cited by Ravindran was only an amendment clause requiring approval from both the Committee of Creditors and the Reserve Bank of India. He submitted that Byju's Alpha Inc. is now wholly owned by Glas Trust, as recorded in United States bankruptcy filings, and accused the petitioner of trying to prevent Think and Learn Private Limited from protecting its only significant asset.

Senior Advocate Abhinav Vashisht, for the Resolution Professional, supported the Committee of Creditors decision and said the stake of 25.7 percent in Aakash Educational Services Limited is the company's only substantial asset and allowing it to fall to 4.99 percent would severely erode value. He said the CCDs contain no redemption feature and therefore constitute equity rather than debt or an External Commercial Borrowing. He added that the funds have already been infused into Aakash Educational Services Limited. Senior Advocate Arvindh Pandian submitted that the plea lacked bona fides.

Senior Advocate Dhyan Chinnappa, for Aakash Educational Services Limited, said the company has received the funds and urgently required them. He said the board is seeking independent advice on the FEMA issues raised.

Case Title: Riju Ravindran Vs Resolution Professional and Ors.

Case Number: IA(IBC) 1032/2025

For Applicant: Senior Advocate Navin Pahwa with Advocates Shyamohan V, Rishabh Gupta, Sradhaxna M, Anshika B. and Anirud C instructed by KMNP Law Advocates.

For Resolution Professional: Senior Advocates Abhinav Vasisht, P H Arvind Pandian with Advocates Pooja Mahajan, Arveena Sharma, Ichchha Kalash, Samridhi Shrimali, Sparsh Jain, Harikrishna Pramod, Aishwarya Ravindranath, Lakshana Viravalli and Advocate Madhusmitha