NCLT rules against BYJU's in Aakash Educational EGM dispute

The National Company Law Tribunal (NCLT) has declined to grant any interim relief to insolvency-bound edtech firm BYJU'S, which sought to restrain Aakash Educational Services Ltd (AESL) from convening its extraordinary general meeting (EGM) for a rights issue.

It rejected BYJU'S plea to stay the EGM to be held on October 29, 2025, observing "acceptance of such a plea would lead to an incoherent proposition undermining the independent rights of the company".

"As a shareholder, the Petitioner (Byju's) may validly seek financial documents to be aware of the health of the Respondent No 1 (AESL), but the proposed rights issue infusing funds cannot be termed to be unequitable," said the National Company Law Tribunal (NCLT).

The relationship between BYJU'S and Aakash has been complicated. BYJU'S had once acquired Aakash but the deal did not finally go through due to multiple reasons. In addition, BYJU'S coming under the insolvency procedure further complicated the matter and there were also ownership changes at Aakash. This has resulted in Aakash getting a significant stake in BYJU'S.

The tribunal's order mentioned that this is the second petition by Think & Learn Pvt Ltd, which operates under the brand name BYJU'S, filed through its Resolution Professional before the Bengaluru bench of the NCLT on the same issue.

BYJU'S had requested the proposed EGM to be kept on hold, as the rights issue would reduce its shareholding in Aaskash from 25% to less than 5%.

A two-member bench observed that another petition on a similar issue is pending before it, and detailed arguments are continuing as per the dates scheduled with the consent of the parties.

The fact that the petitioner may or may not be able to exercise rights cannot form the basis to assess the efficacy of the board resolution, said the NCLT.

The tribunal has directed to list the case for November 12, 2025, when other petitions, on a similar issue, are scheduled for the hearing next month.

In its petition, BYJU'S has submitted that EGM is in gross violation of the Articles of Association. It is against the order passed by the NCLT on November 19, 2024, as it ignores the participating/veto rights of Think & Learn.

BYJU'S had further submitted that, as it is undergoing insolvency proceedings, it is not in a position to comply with the same, and it will effectively dilute its shareholding from 25% to less than 5%.