The Supreme Court recorded Aakash Educational Services Ltd’s undertaking to secure 25.7% stake held by Byju’s parent company till NCLAT decides the dispute. The top court also granted time to Think & Learn Pvt Ltd to subscribe to the second tranche of the Rs 240 crore rights issue.
In a significant development in the ongoing dispute between edtech companies, the Supreme Court on Tuesday recorded an undertaking by Aakash Educational Services Ltd (AESL) that 25.75 per cent stake held by Byju’s parent company will remain protected until the National Company Law Appellate Tribunal (NCLAT), Chennai, decides the pending matter.
A bench of Justices P S Narasimha and Alok Aradhe passed the order after senior advocate Gopal Subramanian, appearing for AESL, assured the Court that the shares would remain secured.
Recording this assurance, the Court observed,
“The Special Leave Petition can be disposed of by recording the statement of senior advocate Gopal Subramaniam, appearing on behalf of Aakash Educational Services Ltd that 25.75 per cent of the appellant’s shares in Aakash shall be secured as on January 3, 2025 till the disposal of the interlocutory application,”
the bench ordered.
The apex court was hearing a plea filed by Think and Learn Pvt Ltd (TLPL), the parent company of Byju’s, challenging a recent order of the National Company Law Appellate Tribunal (NCLAT), Chennai. The appellate tribunal had allowed Aakash to proceed with the second tranche of its ₹240 crore rights issue. The Supreme Court also granted TLPL one week’s time to subscribe to the second tranche.
The dispute started after Aakash decided to raise funds through a rights issue. TLPL, which holds around 25.7 per cent stake in Aakash, opposed this move and approached the National Company Law Tribunal (NCLT), Bengaluru, alleging oppression and mismanagement. Meanwhile, TLPL itself is undergoing insolvency proceedings after the NCLT admitted a plea seeking initiation of the corporate insolvency resolution process against it.
Earlier, on October 28 last year, the NCLAT allowed Aakash to conduct its extraordinary general meeting (EGM) for the rights issue. The tribunal rejected objections raised by Glas Trust, a US-based creditor of TLPL.
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The Chennai-based two-member bench observed that it
“hardly finds a reason to hold that Glas Trust has established a prima facie case for granting an injunction”.
While dismissing Glas Trust’s plea, the NCLAT made a strong remark on the Insolvency and Bankruptcy Code (IBC), stating that the IBC is a “blood thirsty” law that
“authorises interference in the internal affairs of a company in which a corporate debtor (CD) may hold some shares”.
Glas Trust, which reportedly holds over 90 per cent of the voting share in the committee of creditors (CoC) of TLPL, argued that increasing Aakash’s share capital would dilute TLPL’s holding and reduce the value of its shares. However, Aakash defended its decision before the appellate tribunal, stating that it urgently needed funds to run its operations.
The company informed the tribunal that it caters to around 3.5 lakh students and employs nearly 10,000 staff members, and therefore requires immediate financial support. Aakash also clarified that it is not undergoing insolvency proceedings and that only its shareholder, Byju’s parent company, is facing such action.
On October 17, 2025, the Bengaluru bench of the NCLT had refused to grant interim relief to TLPL in its second plea seeking to stay the EGM scheduled for October 29, 2025. Subsequently, on November 3, the Supreme Court also declined to interfere with the rights issue but clarified that its observations would not affect the final outcome of the pending proceedings.
After that order, TLPL remitted funds for the first tranche of the rights issue. However, Aakash did not allot the shares, citing concerns regarding the foreign source of the funds. Later, when Aakash issued a notice dated January 8 announcing the second tranche of the rights issue, TLPL’s shareholding was shown as 10.99 per cent instead of its earlier 25.7 per cent.
On February 3, the NCLAT permitted TLPL to apply for shares up to its original 25.7 per cent entitlement in the second tranche. The appellate tribunal also directed Aakash not to take up any matter requiring a special resolution until the dispute is finally decided. It further extended the deadline for subscription of the second tranche until February 17.
With the Supreme Court now recording AESL’s undertaking to secure 25.75 per cent stake until the interlocutory application is decided, the matter will continue before the NCLAT, Chennai. The outcome of these proceedings will be crucial for both Aakash and Byju’s, especially in the backdrop of TLPL’s ongoing insolvency process and the larger financial restructuring of the edtech major.
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