Kerala High Court Refuses To Stay Byju's Insolvency, Admits Review Plea Seeking CBI, ED Probe

The Kerala High Court on Tuesday refused to stay the corporate insolvency resolution process (CIRP) of Think and Learn Private Limited, the parent company of BYJU'S.

The Court admitted a review petition alleging that a document relied on by GLAS Trust Company LLC to establish its authority to represent lenders was forged.

A Division Bench of Justice K. Natarajan and Justice Johnson John was hearing the petition filed by Voizzit Technology Private Limited and Voizzit Information Technology LLC. They have sought a review of the Bench's June 12, 2026 judgment dismissing their plea for a probe by the Central Bureau of Investigation (CBI), Enforcement Directorate (ED) and National Investigation Agency (NIA) into alleged fraud in BYJU'S insolvency proceedings.

The petitioners claim to have discovered fresh evidence suggesting that the Direction Letter dated July 25, 2024, submitted by GLAS to establish its authority to represent lenders, was forged and fabricated.

The petitioners contend that a comparison of the electronic files of the Direction Letters dated January 18, 2024 and July 25, 2024 revealed alleged forgery, including reused signatures, altered dates and loan amounts, and pages without records of execution.

They claim that these discrepancies undermine GLAS's authority to represent the lenders and its 99.41% voting share in the CoC. The petitioners state that they could not produce the electronic files during the writ appeal proceedings as the material came to their knowledge subsequently.

Following the discovery, the petitioners filed a complaint with the Kerala Police on October 3, 2026. However, no FIR has been registered so far. They contend that the complaints submitted to the CBI and ED concern allegations independent of the Bengaluru police case and also involve potential violations of the Foreign Exchange Management Act, 1999.

The petitioners have sought review and recall of the June 12, 2026 judgment and restoration of the writ appeal for fresh consideration. They have also sought directions for investigations by the CBI and ED, registration of an FIR on the October 3 complaint, and examination of the original electronic file.

Pending the investigation, they have sought a stay of the CIRP, including the sale of assets and approval of a resolution plan, and a restraint on the transfer of assets belonging to TLPL and its subsidiaries.

Background

The petitioners had earlier approached the Kerala High Court seeking directions to the CBI, ED and NIA to investigate alleged irregularities in the CIRP of Think and Learn Private Limited. They claimed that assets and companies allegedly belonging to them had been wrongfully taken over, resulting in substantial financial loss.

The Single Judge dismissed the writ petition, noting that the petitioners had previously filed a public interest litigation based on similar allegations, which they later withdrew without obtaining liberty to initiate fresh proceedings. The Single Judge also took note of the fact that the petitioners had lodged a complaint with the Bengaluru police and that the investigation arising from it had been stayed by the Karnataka High Court.

The petitioners challenged the decision before a Division Bench, arguing that the earlier PIL had not been decided on merits.

The Division Bench dismissed the appeal on June 12, 2026, holding that the petitioners should pursue their grievances concerning the investigation and the interim stay before the Karnataka High Court.

The petitioners have now approached the Kerala High Court seeking review of that judgment, relying on the alleged discovery of fresh evidence concerning the authenticity of the Direction Letter and contending that the complaints to the central agencies raised issues independent of the Bengaluru police case.

The Division Bench has admitted the review petition but declined to stay the CIRP.

For Petitioners: Advocate Sradhaxna Mudrika

For Respondents: Senior Advocates Joseph Kodianthara, Santhosh Mathew, Advocates Sreelal N Warrier, Jaishankar V Nair, Harikumar G Nair, Cyriac Tom, Sreekumar S, Aamir Sohrab M.M and Varsha K Balakrishnan