Aakash Undertakes Before Supreme Court To Secure Byju's Parent's 25.75% Stake In Aakash Pending Rights Issue Dispute

The Supreme Court on Tuesday disposed of an appeal filed by Think & Learn Pvt Ltd, the parent company of Byju's, after recording a statement on behalf of Aakash Educational Services Ltd that 25.75% of stake in Aakash shall remain secured till the disposal of a pending interlocutory application before the National Company Law Appellate Tribunal (NCLAT), Chennai.

The top court also granted Think & Learn one more week's time till next Monday to subscribe to the second tranche of Aakash's rights issue.

“The Special Leave Petition in the appeals can be disposed of by recording the statement of Mr. Gopal Subramaniam, learned senior counsel appearing on behalf of Aakash Educational Services Ltd that 25.75% of the appellant's shares in Aakash shall be secured as on 03.01.2025 till the disposal of the interlocutory application,” the Court noted.

A Bench of Justices Pamidighantam Sri Narasimha and Alok Aradhe was hearing Think & Learn's challenge to an order of the NCLAT permitting Aakash to proceed with the second tranche of its ₹240 crore rights issue. The order had also granted Think & Learn time until today to subscribe to the second tranche.

The dispute arises from Aakash's decision to raise funds through a rights issue, which Think & Learn had challenged before the National Company Law Tribunal (NCLT), Bengaluru, in a petition alleging oppression and mismanagement. Interim relief was declined in October 2025 on the ground that a rights issue could not, by itself, be treated as inequitable. That view was upheld in appeal. On November 3, 2025, the Supreme Court declined to interfere, clarifying that its observations would not affect the final outcome of the pending proceedings.

Thereafter, Think & Learn remitted funds towards the subscription in the first tranche of the rights issue. However, Aakash did not allot shares to Think & Learn, citing concerns regarding the foreign source of funds. When Aakash issued a notice dated January 8, 2026 announcing the second tranche, Think & Learn's shareholding was reflected as 10.99% instead of its original holding of approximately 25.75%.

By order dated February 3, 2026, the NCLAT permitted Think & Learn to apply for shares up to its original 25.75% entitlement in the second tranche and directed Aakash not to take up any matter requiring a special resolution until the dispute is adjudicated. The appellate tribunal subsequently extended the time for subscription until February 17, 2026.

During the hearing before the Supreme Court, counsel for Think & Learn sought seven days' time to subscribe to the second tranche, submitting that funds were required to be brought from overseas. Recording the submission, Justice Narasimha stated, “Within a week from today. By next Monday.”

While disposing of the appeal, the Supreme Court did not set aside the NCLAT order and recorded Aakash's statement securing 25.75% of Think & Learn's shareholding pending adjudication before the NCLAT.