Pranav B Prem

Aakash Educational Services Ltd informed the National Company Law Appellate Tribunal (NCLAT), Chennai, on Monday that it has not initiated any steps for a second tranche of its proposed rights issue to raise around ₹140 crore. The company assured the tribunal that if any such exercise is undertaken in the future, Think and Learn Pvt Ltd would be issued all statutory notices and would be given an extended notice period of at least 30 days.

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These submissions were made when an application filed by the resolution professional (RP) of debt-laden ed-tech company Think and Learn, the parent entity of Byju’s, came up for consideration before a bench comprising Judicial Member Justice N. Seshasayee and Technical Member Jatindranath Swain. The RP had approached the appellate tribunal after Aakash declined to allot shares to Think and Learn against its ₹25 crore subscription in Aakash’s recently completed ₹100 crore rights issue. Aakash had cited possible concerns under the Foreign Exchange Management Act (FEMA) and other regulatory issues, even though multiple judicial forums, ranging from the National Company Law Tribunal (NCLT) to the Supreme Court, had earlier refused to stay the rights issue.

During the hearing, counsel representing the RP expressed apprehension based on a Business Standard report dated November 28, 2025, which suggested that Aakash was considering launching an additional rights issue of about ₹140 crore. It was argued that proceeding with another tranche without first allotting shares due to Think and Learn would alter the existing shareholding pattern and adversely affect the rights attached to it. The RP pointed out that Think and Learn had participated in the earlier rights issue in its capacity as an equity shareholder and had deposited the full subscription amount. Despite this, Aakash was allegedly delaying the allotment by citing the need for FEMA clearance.

The RP therefore sought directions from the tribunal for immediate allotment of the proportionate shares to Think and Learn, a restraint on further share allotments to other shareholders until such allotment was completed, and a prohibition on passing shareholder resolutions based on any changed shareholding structure.

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Opposing the plea, counsel appearing for Aakash submitted that there was no intention on the company’s part to deny shares to Think and Learn. He informed the tribunal that Aakash had already approached the NCLT Bengaluru by filing an application seeking directions to the Reserve Bank of India to examine the legality of the funds infused by Think and Learn for the rights issue. Notice in that application was issued on Monday, and the matter is scheduled to be heard by the NCLT on January 2, 2026.

It was further submitted that no steps have been taken so far to commence the proposed second tranche of the rights issue and that the Business Standard report relied upon by the RP did not, by itself, give rise to a fresh cause of action. Counsel reiterated that if and when any such process is initiated, Think and Learn would be duly served with all statutory notices, along with an extended notice period of 30 days.

In response to a specific query from the bench, Aakash clarified that the 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 the Manipal Group also contended that the application had been filed in an appeal which had since become infructuous, and that the issues raised by the RP could be appropriately examined when the main appeal itself is taken up for final hearing.

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After recording the submissions, the NCLAT observed that a "newspaper report by itself does not trigger a cause of action" and declined to grant any interim relief. The tribunal permitted the respondents, including Aakash and Manipal, to file their replies, if they so choose. The matter has been posted for further hearing on January 14.

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