Byju’s Makes An Offer To Estranged Investors: TICE Exclusive Report

Following the NCLT's refusal to delay Byju's EGM, the meeting proceeded smoothly with approximately 20 investors in attendance. Byju's CEO addressed shareholders, offering reassurance amidst the ongoing legal battle. Read the article for all the details.

Swati Dayal
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After the National Company Law Tribunal (NCLT) dismissed a request to delay the extraordinary general meeting (EGM) called by Byju’s, the anticipated meeting took place today. With approximately 20 investors' representatives present alongside Think & Learn management, the meeting addressed crucial resolutions and concerns regarding the company's future.

Byju’s CEO wants investors who felt left out to join the rights issue, so their shares won't lose value. He shared that more than 50% of the votes support increasing the authorized share capital for the $200 million rights issue. The board may offer leftover shares to existing shareholders to prevent their shares from losing value.

EGM Proceedings: From Inside The Boardroom

Byju’s sources told TICE News, the EGM commenced at 10 am, meeting the requisite quorum. Questions regarding the postal ballot were addressed by the Chairman and Company Secretary, followed by the calling of resolutions. Notably, no objections were raised during the meeting, which adjourned at 10:30 am. It was clarified that contrary to media reports, none of the concerned investors attended the EGM in person to voice their grievances.

Byju’s CEO Addresses Shareholders 

In an exclusive letter to the shareholders, a copy of which is with TICE News, Byju Raveendran, the Founder CEO of Byju’s, expressed gratitude for their support and outlined the company's vision amid challenging economic conditions. He reassured shareholders of the company's commitment to equity and inclusivity, promising further details on an offer of renounced shares to mitigate dilution concerns. Raveendran emphasized the importance of unity in overcoming challenges and invited shareholders to be part of the company's turnaround journey.

Dear Valued Shareholders,

hope this email finds you well. I write to you today with utmost sincerity and unlimited hope, as we embark on an important phase of our journey together at BYJU'S.

As you are aware, we closed the rights issue last month, which was a crucial step towards ensuring the sustainability and growth of our company in these challenging economic conditions. I am happy to inform vou that, in response to the postal ballot which was announced on 7 March, we already got more than 50% votes to the increase in authorised share capital.

I have always built BYJU'S with a spirit of equality and equity, and it has never been my intention to leave any investor behind, regardless of their shareholding size.

From the very inception of this company, my vision has been to take everyone along, from one milestone to another. And it has always been my conviction that we will overcome our challenges together.

With this in mind, I am aware that some of our valued existing shareholders were unable to participate earlier in the rights issue. In good faith the board is considering making an offer of renounced shares to existing shareholders to ensure that there is no more dilution to their shareholding. We will share more details with you shortly.

Despite the animosity shown by some of the investors in pursuing uncalled for legal actions, we continue to show good faith towards all our shareholders and would like all of you to be part of our turnaround story.

While we have received significant interest from third parties, our priority remains with our existing shareholders and hence we are looking at how we can extend this opportunity to all of you.

Even my critics know that I have invested my everything, and even more, into this company. So, I hope that you will see the value in continuing with  Byju's in the same spirit with which you first joined our journey. I look forward to your response and to our continued partnership to transform the global educational landscape. The last two years were tough, but please be assured that our comeback will be stronger than our setback.

No matter what it takes, we will ride home together.

That which did not kill BYJU'S only made it stronger.


Byju Raveendran

Founder CEO

Legal Battle Unfolds 

The legal battle between Byju’s and aggrieved investors reached a critical juncture during the recent NCLT hearing. Investors raised concerns regarding the EGM's agenda, alleging that it aimed to amend the memorandum of association, contrary to the NCLT's previous directives. 

The tribunal, while refraining from issuing an interim order, scheduled a comprehensive hearing on April 4 to address the broader aspects of the case.

Previous Proceedings 

The ongoing legal saga between Byju’s and investors has witnessed intense opposition to the company's rights issue. Investors, including MIH Edtech Investments BV, Peak XV Partners Investments, Sofina SA, and General Atlantic Singapore TL Pte Ltd, contested Byju’s actions, labeling them as unlawful. Meanwhile, Byju’s board defended its decisions, citing the need for progress amidst investor resistance.

The EGM proceeded smoothly, the underlying tensions between the company and its investors remain unresolved. With both parties gearing up for further legal proceedings, the future of Byju’s hangs in the balance, awaiting the NCLT's decisive ruling on April 4.

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