Byju’s Battles for Control: Think & Learn Moves NCLAT Over Aakash Rights Issue Dispute

In what has become one of the most high-stakes corporate courtroom dramas in India’s startup ecosystem, Byju’s — once celebrated as the crown jewel of Indian edtech — has found itself fighting yet another battle, this time to protect its stake in its own subsidiary, Aakash Educational Services Limited (AESL).

Think & Learn Pvt. Ltd. (TLPL), the parent company of Byju’s, on Monday approached the National Company Law Appellate Tribunal (NCLAT) against a recent order by the National Company Law Tribunal (NCLT). The move comes just days after the Bengaluru bench of NCLT refused to grant any interim relief to the troubled edtech firm, declining its plea to stop Aakash from convening its Extraordinary General Meeting (EGM) scheduled for October 29, 2025, to discuss a rights issue.

The Stakes — And the Struggle of BYJU's

For Byju’s, the rights issue at Aakash is more than a financial event — it’s a battle for control and influence. Currently holding around 25% stake in Aakash Educational Services, Byju’s fears that the proposed capital raise could drastically dilute its shareholding to below 5%, effectively diminishing its say in the company it once proudly acquired for nearly $1 billion.

Representing Byju’s parent company, senior advocate C.A. Sundaram argued before the appellate tribunal that the proposed rights issue would significantly erode Think & Learn’s ownership in Aakash and violate existing agreements, including the Articles of Association and a prior NCLT order dated November 19, 2024, which safeguarded Byju’s participation and veto rights.

“This issue directly impacts the interests of the stakeholders of Think & Learn, which is currently undergoing insolvency proceedings. Allowing such a move without regard to these rights is unjustified,” Sundaram stated during the proceedings.

The Appellate Bench Steps In

The matter was heard by a two-member bench of the NCLAT in Chennai, comprising Justice N. Seshasayee and Jatindranath Swain, which reserved its order on the plea filed by Think & Learn.

Interestingly, the tribunal also heard a related application filed by GLAS Trust Company LLC, the US-based lender that holds over 90% of the voting rights in Byju’s Committee of Creditors (CoC). GLAS Trust has been actively pursuing legal remedies after its earlier plea seeking a stay was turned down.

For GLAS Trust, which represents a large chunk of Byju’s foreign lenders, the Aakash dispute is significant because it ties into the broader insolvency resolution process that is currently underway for the edtech company. Any dilution of Byju’s holdings in Aakash — arguably one of its last remaining valuable assets — could directly impact creditor recoveries.

Aakash’s Counter: “We Need the Money”

On the other side, Aakash Educational Services, represented by senior advocate Gopal Subramanium, defended its move to proceed with the EGM and the rights issue, citing urgent financial needs.

According to Subramanium, Aakash has 3.5 lakh students and over 10,000 employees, and the proposed capital infusion is crucial to sustain operations and growth. He argued that the rights issue is a routine corporate action to raise funds and that it has no connection to the insolvency proceedings involving Byju’s.

“AESL is not part of the insolvency process of Byju’s. It’s an independent entity that must continue to operate, pay its staff, and support its students. This rights issue is vital to ensure business continuity,” he submitted.

Subramanium further clarified that the EGM is only a step in the process — a formal resolution by shareholders — following which a letter of offer would be sent to all shareholders, including Think & Learn, giving them an opportunity to subscribe to maintain their shareholding if they choose to do so.

Inside the Byju’s–Aakash Tangle

The conflict between Byju’s and Aakash marks another chapter in the ongoing unraveling of India’s most talked-about edtech story. Once hailed as a global success, Byju’s is now mired in mounting debt, investor disputes, and insolvency proceedings.

The company’s acquisition of Aakash in 2021 was seen as a bold bet to strengthen its offline learning capabilities and create a hybrid model. But as Byju’s financial troubles deepened, Aakash — which remained profitable — became a key asset in the eyes of creditors and investors alike.

Now, with Byju’s under Corporate Insolvency Resolution Process (CIRP), every move around Aakash is being closely scrutinized. The proposed rights issue, though positioned as a financial necessity by Aakash’s management, raises fears among Byju’s creditors that it could dilute a valuable holding that might otherwise help repay debts.

What Lies Ahead

As the NCLAT reserves its order, all eyes are on what the tribunal will decide next. For Byju’s, a stay on the EGM could temporarily protect its ownership in Aakash and give it breathing space amid insolvency proceedings. For Aakash, any delay could mean further strain on its finances and operations.

Either way, this legal tussle highlights the fragile intersection between startup ambition and corporate governance, where billion-dollar valuations and high-profile acquisitions can quickly turn into boardroom battles.

The outcome of this case will not only determine who calls the shots at Aakash Educational Services but could also set a precedent for how India’s courts handle similar disputes between parent companies under insolvency and their still-operating subsidiaries.

As Byju’s struggles to rebuild trust with lenders, employees, and investors, the Aakash episode serves as a reminder that even India’s most celebrated startups aren’t immune to the harsh lessons of corporate accountability.