No Move Yet On Another ₹140-Crore Rights Issue: Aakash Tells NCLAT Amid Dispute With Byju's

Aakash Educational Services Ltd told the National Company Law Appellate Tribunal (NCLAT), Chennai on Monday that it has not yet initiated any process for a second tranche of its rights issue to raise about Rs 140 crore and that, if it decides to do so, Think and Learn Pvt Ltd will be given all statutory notices along with an extended period of at least 30 days.

The submission was made when an application filed by the resolution professional (RP) of debt-laden ed-tech firm Think and Learn (Byju's) came up for hearing before a bench of Judicial Member Justice N Seshasayee and Technical Member Jatindranath Swain.

The RP has moved the NCLAT after Aakash withheld allotment of shares to Think and Learn against its Rs 25 crore subscription in Aakash's recently concluded Rs 100 crore rights issue, citing possible FEMA and regulatory concerns, even though forums from the National Company Law Tribunal (NCLT) to the Supreme Court had earlier declined to halt the rights issue.

At the hearing, counsel for the RP raised an apprehension based on a Business Standard report dated November 28, 2025, which stated that Aakash was considering a fresh rights issue of about Rs 140 crore in addition to the already concluded issue. The RP argued that allowing a second tranche without first allotting shares due to Think and Learn would disturb the shareholding pattern and the rights flowing from it.

Relying on earlier orders permitting Think and Learn to participate in the rights issue, the RP submitted that the company had participated as an equity shareholder and deposited the full subscription amount, but Aakash was “dragging its feet” on allotment on the ground that FEMA clearance may be required.

The RP sought directions for immediate allotment of proportionate shares, restraint on further allotments to other shareholders pending such allotment, and a bar on passing shareholder resolutions based on any altered shareholding.

Opposing the application, counsel for Aakash submitted that the company has no intention to withhold shares from Think and Learn. He informed the tribunal that Aakash has already moved an application before the NCLT Bengaluru seeking directions to the Reserve Bank of India to verify the legality of the funds infused by Think and Learn for the rights issue, and that notice in that application was issued on Monday. The matter is listed before the NCLT on January 2, 2026.

Counsel further submitted that no process has yet commenced for the proposed second tranche of the rights issue and that the Business Standard report does not give rise to a fresh cause of action. He added that as and when any such process is initiated, Think and Learn would receive all statutory notices, with even an extended notice period of 30 days.

On a specific query from the bench, it was stated that shares corresponding to Think and Learn's entitlement in the first tranche have not been allotted to any other shareholder and would be issued subject to clarification from the Reserve Bank of India.

Counsel appearing for Aakash and Manipal Group also submitted that the application had been filed in an appeal that has since become infructuous and that the issues raised could be examined when the main appeal is taken up for final hearing.

Recording the submissions, the NCLAT observed that a "newspaper report by itself does not trigger a cause of action" and refused any interim relief. The tribunal directed the respondents, including Aakash and Manipal, to file their replies if they so desire.

The matter has been listed for further hearing on January 14.

Case Title: Think & Learn Pvt Ltd through its RP, Shailendra Ajmera vs Aakash Educational Services Ltd & 23 Ors.

Case Number: Comp App (AT) (CH) No. 137/2025