Ex-Promoter Of Learnfluence, Which Runs Lakshya Coaching Platform, Moves Kerala High Court Against IPO

Adheesh Damodaran, erstwhile promoter of Learnfluence Education Limited and co-founder of Lakshya CA Campus, has approached the Kerala High Court challenging the proposed initial public offering (IPO) of the company, which runs the Lakshya platform offering commerce education, alleging large-scale fraud, forgery, and manipulation of company records.

In his writ petition, Damodaran has questioned the decision to allow Learnfluence to proceed with the IPO despite what he describes as “pervasive forgery of statutory company records, shareholding manipulation, and artificial inflation of valuation” orchestrated by the majority shareholder in connivance with others.

The petition alleges that shares “that do not belong to the sellers are proposed to be offloaded on to the unsuspecting public,” and contends that the IPO is being pushed through despite “glaring irregularities and serious allegations of fraud.”

Damodaran has also alleged regulatory inaction, stating that SEBI failed to act on multiple complaints and thereby acted in a manner that is “arbitrary and violative of Article 14 of the Constitution.”

“It is also incumbent on SEBI to protect the broader interests of its investors, and the general public, upon whom the burden of risk would ultimately shift and who stand to lose hundreds of crores of rupees, if the Respondent No.2 Company is allowed to go through the IPO process,” the petition stated.

Damodaran has relied on a police investigation report dated October 3, 2025, to argue that the alleged acts violate SEBI's regulatory framework, including obligations relating to “true and fair disclosures in offer documents, integrity of financial statements and transparency in valuation.”

He claimed that the very foundation of the IPO is vitiated by fraud, asserting that “fraud vitiates all solemn acts” and no party can be allowed to benefit from its own wrongdoing.

The petitioner has also alleged regulatory inaction, stating that SEBI failed to act on multiple complaints and thereby acted in a manner that is “arbitrary and violative of Article 14 of the Constitution.”

Tracing the background, the petition states that Damodaran and Orwel Lionel co-founded Lakshya CA Campus in 2012 before incorporating Learnfluence Education Limited in 2021 with equal shareholding. He claims that while he managed academic operations, Lionel handled financial and administrative functions.

According to the petition, a series of acts beginning in 2024 led to his ouster from the company. These include alleged fabrication of board resolutions, a forged resignation letter, and illegal transfer of shares through documents bearing forged signatures. The petition further claims that fake email IDs were created in his name to carry out compliance filings and dilute his stake without his knowledge.

Damodaran has alleged that his shareholding was reduced from 50% to 1.54% between 2023 and 2025 through unauthorised issuances, including rights issues, debentures, and preference shares, while the majority shareholder's stake rose to over 98%.

The petition also flags what it calls an implausible spike in valuation.

The petition points to what it describes as a sharp and unexplained jump in valuation. It states that the company, valued at around Rs 1.7 crore in early 2024 based on share transfers, was later pegged at Rs 400 crore within a year, marking an increase of over 200 times. According to the petitioner, this surge rests on documents he claims are forged.

It also alleges that trademarks linked to the business were applied for in the personal name of the majority shareholder rather than the company itself, describing this as an attempt to “steal valuable corporate assets.”

The plea further refers to an FIR registered at Ernakulam Central Police Station, invoking offences such as cheating, criminal breach of trust and forgery, and notes that the Enforcement Directorate has taken cognisance of the matter.

Even as these issues were raised, Damodaran claims the company moved ahead with the IPO process, including filing a draft red herring prospectus in September 2025, with no intervention from SEBI despite repeated complaints.

Describing the proposed IPO as a “colourable exercise of power” intended at “legitimising past illegalities and monetising fraudulent gains,” the petitioner has sought directions to restrain the company from proceeding further, including filing of the red herring prospectus, opening of the issue and allotment of shares.

He has also sought directions to SEBI and stock exchanges to stay the approval granted for the IPO and to conduct a comprehensive investigation into the affairs of the company.

For Petitioner: Senior Advocate Pramod Nair, Advocates Nebil Nizar and Ahaan Mohan