NCLAT Extends Deadline Till February 17 For Byju's Parent To Subscribe To Aakash Rights Issue Second Tranche

A coram of Judicial Member Justice N. Seshasayee and Technical Member Jatindranath Swain passed the direction while allowing an extension of one week, by permitting Think and Learn to subscribe to the second tranche of rights shares until February 17, 2026.

“To conclude this petition is disposed of with a direction extending the time for the appellant to subscribe to the second tranche of rights share of Akash by a week, to end on 17.02.2026.”, the tribunal said.

It also directed that the subscription amount be deposited directly with Aakash. The tribunal recorded, “It is made clear the subscription amount should be deposited only with Akash.”

The controversy traces back to Aakash's decision to raise funds through a rights issue, which Think and Learn had challenged before the NCLT, Bengaluru bench, in an oppression and mismanagement petition.

The tribunal had declined to grant interim relief in October 2025, observing that a rights issue could not, by itself be treated as inequitable. That view was upheld by the appellate tribunal. The Supreme Court on November 3, 2025 declined to interfere, clarifying that its observations would not affect the final outcome of the pending proceedings.

After the supreme court refused to stall the issue, the Committee of Creditors of Think and Learn resolved to protect the company's shareholding in Aakash. Glas Trust which holds more than 99% voting share in the CoC infused Rs. 25 crores into Think and Learn through compulsorily convertible debentures. The funds were paid to Aakash on November 12, 2025 towards subscription in the first tranche of the rights issue.

Although Aakash allotted shares to other subscribers, it withheld allotment to Think and Learn, citing possible FEMA and regulatory concerns owing to the foreign source of funds. As a result, its shareholding was reflected as reduced when Aakash issued a notice dated January 8, 2026 for the second tranche of the rights issue.

The NCLAT noted that Aakash had admittedly not allotted shares to Think and Learn in the first tranche of the rights issue, and that despite this it proceeded to announce the second tranche through its notice of January 8, 2026 reflecting the company's shareholding at 10.99 percent as against its original holding of about 25.5 percent, which contributed to the uncertainty surrounding the subscription.

“Very evidently, Akash has not allotted the shares to the appellant in the first tranche of right shares. It may have its reasons, but the fact remains they were not allotted. It is in this back drop Akash has chosen to come out with its offer of second tranche of right shares. In its notice dated 08.01.2026, it does indicate the shareholding of the appellant only as 10.99% whereas its original holding is about 25.5 %.”, the NCLAT observed.

While it declined to defer the rights issue, the tribunal found it appropriate to extend the subscription period so that Think and Learn could take instructions from its Committee of Creditors and arrange funds.

For Appellant: Senior Advocates Dhruv Mehta, Abhinav Vashisht, Senior Advocate with Advocates Pooja Mahajan, Arveena Sharma, Savar Mahajan, Ichchha Kalash, Samridhi Shrimali, Sparsh Jain, Lakshana Viravalli, S. Madhusmitha, Akshita Sachdeva Jaitley, Kartikeya Sharma

For Respondents: Senior Advocates Srinath Sridevan, C.K. Nandakumar, Arun Kathpalia, Dhyan Chinnappa with Advocates R. Chandrachud, Pavan Bhushan, Vishnu Mohan, A.R. Ramanathan, S. Sriraman, Anmol Tayal, Nitesh Jain, Atul Jain, Prerna Shankar, Arnav Bhansali