Pranav B Prem

The resolution professional of insolvency-hit Think and Learn Pvt Ltd (Byju's) has approached the National Company Law Appellate Tribunal (NCLAT), Chennai, after Aakash Educational Services declined to allot shares to the ed-tech company in its recently completed rights issue. This development comes despite earlier refusals by the NCLT, NCLAT and the Supreme Court to restrain the rights issue process.

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Aakash has reportedly held back the share allotment attributable to Think and Learn’s subscription of ₹25 crore, citing potential FEMA and regulatory implications. When the matter was taken up on Monday by Judicial Member Justice N Seshasayee and Technical Member Jatindranath Swain, the bench directed listing of the appeal for hearing on December 16 at 2 PM, alongside two other pending appeals filed by the RP against Amazon Web Services.

The RP’s counsel informed the bench that the appeal arises out of the October 17, 2025 order of the NCLT in an oppression and mismanagement petition. In that order, the NCLT declined to stay the rights issue, observing that a rights issue “can never be considered as inequitable” and that Think and Learn could only seek financial information. The order attained finality after the Supreme Court, on November 3, 2025, refused to interfere with the NCLAT’s earlier decision allowing the rights issue to proceed while clarifying that its observations would not prejudice the outcome of the pending appeal.

After the Supreme Court declined to halt the issue, the Committee of Creditors decided to safeguard Think and Learn’s 25.7% equity stake in Aakash by subscribing to the rights issue. Glas Trust, controlling 99% of CoC voting share, infused ₹25 crore into Think and Learn through compulsorily convertible debentures, which enabled participation in the offering. Although Aakash issued shares to all other participants in the rights round, it did not allot shares to Think and Learn and instead placed the subscription amount in a suspense account. This triggered the present application before the NCLAT.

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Meanwhile, the dispute over the rights issue has also overlapped with proceedings initiated by former Byju’s promoter Riju Ravindran before the NCLT Bengaluru. On November 25, the Bengaluru bench rejected his request for interim relief against the CCD mechanism approved by the CoC to finance Think and Learn’s subscription. Ravindran argued that the optionality embedded in the CCD structure rendered it similar to external commercial borrowing, thus raising FEMA concerns, and further alleged that the CoC acted without full financial disclosure. Aakash countered by asserting urgent need for funds and clarifying that its board was seeking independent advice on regulatory issues. The NCLT declined to intervene, stating that it was “not able to convince ourselves about any interim relief”, especially since the rights issue had already concluded and funds had been received.

The NCLAT bench on Monday also considered the RP’s two separate appeals stemming from NCLT orders involving Amazon Web Services. The RP contended that both appeals were filed within limitation because they were submitted as soon as certified copies became available. AWS resisted the condonation request and stated that it would file objections. The bench directed the RP to furnish a consolidated chronology and stated that the issue of delay would be decided first in light of Section 61(2) of the Insolvency and Bankruptcy Code, before turning to AWS’s objections on maintainability.

The AWS appeals challenge two August 26, 2025 orders. The first declined the RP’s plea to restore Think and Learn’s access to AWS servers after suspension for non-payment, accepting AWS’s case that login credentials had always remained with the corporate debtor. In the second, the NCLT permitted AWS’s claim of ₹39.49 crore to be treated as CIRP costs for services rendered up to April 14, 2025, and required the RP to circulate invoices to the CoC.

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All matters — the application regarding the Aakash rights issue, the two AWS appeals, and connected interim applications — have been scheduled for joint hearing before the NCLAT on December 16.

Cause Title: Think & Learn Pvt Ltd through its RP, Shailendra Ajmera Vs Aakash Educational Services Ltd & 23 Ors

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

Coram: Judicial Member Justice N Seshasayee , Technical Member Jatindranath Swain