Byju's RP Moves NCLAT After Aakash Withholds Rights-Issue Shares Over FEMA Concerns

The resolution professional of debt-laden ed-tech Think and Learn Pvt Ltd (Byju's) has moved an application before the National Company Law Appellate Tribunal (NCLAT), Chennai after Aakash Educational Services refused to allot shares to the company in its recently concluded rights issue, even though forums from NCLT to Supreme Court had earlier declined to halt the process.

Aakash has withheld allotment to Think and Learn' against its Rs 25 crore subscription amount, citing possible FEMA and regulatory concerns.

The matter came up on Monday before Judicial Member Justice N Seshasayee and Technical Member Jatindranath Swain who fixed it for hearing on December 16 at 2 pm, along with two other appeals filed by the RP against Amazon Web Services.

The RP's counsel submitted that the present appeal stems from the October 17, 2025 NCLT order in an oppression and mismanagement petition, where the Tribunal refused interim relief against Aakash's rights issue. The NCLT had said a rights issue “can never be considered as inequitable,” holding that Think and Learn is free only to seek financial information.

That order stood after the Supreme Court, on November 3, 2025, refused to interfere with an NCLAT ruling permitting the rights issue to proceed, stating that the NCLAT's observations would not affect the final outcome of the pending appeal.

Following the Supreme Court's refusal to stall the issue, the Committee of Creditors resolved to protect the value of Think and Learn's 25.7 percent stake in Aakash by subscribing to the rights issue. Glas Trust, which commands 99 percent of the CoC's vote, infused Rs 25 crore into Think and Learn through compulsorily convertible debentures, enabling the company to subscribe.

Aakash allotted shares to all other subscribers but withheld allotment to Think and Learn and kept its funds in suspense, prompting the RP to move the present application.

For additional context, the NCLT Bengaluru had on November 25 also refused interim relief in a parallel plea filed by former Byju's promoter Riju Ravindran. Ravindran sought to block the CCD structure approved by the CoC to fund Think and Learn's participation in the rights issue, arguing that optionality in the instrument rendered it akin to external commercial borrowing and raised FEMA concerns.

He also said the CoC voted on incomplete information. Aakash argued it urgently required the funds and that its board was seeking independent advice on FEMA issues. The NCLT refused relief, stating it was “not able to convince ourselves about any interim relief,” noting that the rights issue had already closed and Aakash had received the funds.

Separately, the RP's two appeals against NCLT orders involving Amazon Web Services were also listed before the NCLAT on Monday. The RP argued that both appeals were filed within limitation because they were submitted immediately after receiving certified copies. AWS opposed the condonation request and said objections would be filed.

The bench directed the RP to submit a consolidated table of dates and said it would first decide the delay plea, as required under Section 61(2) of the Insolvency and Bankruptcy Code, before considering AWS's objections on maintainability.

The AWS appeals challenge two orders dated August 26, 2025. In the first, the NCLT rejected the RP's plea to restore access to Think and Learn's AWS servers after AWS suspended the account for non-payment, accepting AWS's submission that login credentials remained with the corporate debtor.

In the second, the NCLT allowed AWS's claim for priority payment of Rs 39.49 crore as CIRP costs for services rendered until April 14, 2025 and directed the RP to place the invoices before the CoC.

All three matters, the Aakash rights-issue dispute, the AWS appeals, and the related interim applications will be heard by the NCLAT on December 16.

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