Archive · 28 Oct 2025
NCLAT Rejects Glas Trust Plea Against Aakash EGM, Allows Rights Issue
Imagine Byju's is a big company that owns a part of a smaller company called Aakash.
Byju's is having money problems and is in a special court process because of it.
Aakash needs money to pay its teachers and staff, so it wants to sell more shares to raise funds, which is called a rights issue.
Byju's biggest lender, Glas Trust, is worried that if Aakash sells more shares, Byju's own piece of Aakash will become much smaller and worth less.
So, Glas Trust asked a court to stop Aakash from having a meeting to approve selling these new shares.
But the court said that Aakash is a separate company that needs to be able to make money to survive and grow, just like any other business.
Even if Byju's loses some of its ownership because of this, Aakash should still be allowed to raise the money it needs.
The court decided that it's more important for Aakash to stay healthy and operational than to protect Byju's share percentage.
The National Company Law Appellate Tribunal (NCLAT) rejected Glas Trust's plea to stop Aakash Educational Services Ltd (AESL) from holding its Extraordinary General Meeting (EGM).
AESL's EGM, scheduled for October 29, 2025, aims to approve a rights issue to raise company funds.
Glas Trust, representing lenders of Byju's parent company Think & Learn Pvt Ltd (TLPL), argued the rights issue would dilute TLPL's stake in Aakash from approximately 25% to a lower percentage.
The NCLAT ruled that companies should be allowed to prosper independently to serve the spirit of the Insolvency & Bankruptcy Code (IBC), even if it affects a stakeholder's ownership.
Aakash argued it is in dire need of funds for its students and employees and is not part of Byju's insolvency proceedings, a stance supported by the NCLAT's decision.
- Who
- The National Company Law Appellate Tribunal (NCLAT), Glas Trust, and Aakash Educational Services Ltd. (AESL).
- What
- The NCLAT rejected a plea by Glas Trust to halt an extraordinary general meeting (EGM) of Aakash Educational Services Ltd. (AESL) to vote on a rights issue, allowing the EGM to proceed.
- When
- The NCLAT decision was made on Tuesday, October 28, 2025. The EGM is scheduled for October 29, 2025.
- Where
- The case was heard by the NCLAT in Chennai. A prior related decision was made by the NCLT in Bengaluru.
- Why
- Glas Trust argued the rights issue would dilute Byju's (TLPL's) stake in Aakash. The NCLAT ruled that companies should be allowed to prosper independently, even if it affects a stakeholder's ownership percentage, prioritizing Aakash's commercial survival over potential dilution of Byju's shareholding.
Glas Trust (Largest Creditor of Byju's Parent Company TLPL)
Aakash Educational Services Ltd. (AESL) & National Company Law Appellate Tribunal (NCLAT)
Impact of Rights Issue on Byju's Stake
Glas Trust (Largest Creditor of Byju's Parent Company TLPL)
Glas Trust argued that the proposed rights issue to increase Aakash's share capital would dilute Byju's parent company, Think & Learn Pvt Ltd (TLPL), stake in Aakash from approximately 25% to a significantly lower percentage, thus reducing its valuation. They believed this would harm TLPL, which is undergoing insolvency.
Aakash Educational Services Ltd. (AESL) & National Company Law Appellate Tribunal (NCLAT)
The NCLAT stated that while the Insolvency & Bankruptcy Code (IBC) aims to maximize asset value, it does not mandate that companies in which a debtor holds shares must sacrifice their own interests to benefit the debtor. The tribunal emphasized that allowing Aakash to prosper, even with potential changes in controlling power, serves the spirit of the IBC better.
Justification for Rights Issue
Glas Trust (Largest Creditor of Byju's Parent Company TLPL)
Glas Trust questioned the urgency and necessity of Aakash increasing its authorized share capital, noting that Aakash had not provided its 2023-24 financial statements to justify the immediate need for funds.
Aakash Educational Services Ltd. (AESL) & National Company Law Appellate Tribunal (NCLAT)
Aakash argued that it is in dire need of funds to meet expenses for its 3.5 lakh students and 10,000 employees. They also pointed out that Aakash is not part of the insolvency proceedings against Byju's.
Interpretation of IBC's Role
Glas Trust (Largest Creditor of Byju's Parent Company TLPL)
Glas Trust sought a stay to protect TLPL's interest, viewing the rights issue as a threat to its shareholding in Aakash.
Aakash Educational Services Ltd. (AESL) & National Company Law Appellate Tribunal (NCLAT)
The NCLAT clarified that the IBC's 'blood thirsty' nature authorizes interference in the affairs of a company holding shares of a Corporate Debtor but does not sanction that every such company should be harmed to benefit the Corporate Debtor. They reasoned that preserving Aakash's commercial viability is essential, even if it means TLPL's stake is diluted.
- Companies Involved
- Aakash Educational Services Ltd. (AESL), Think & Learn Pvt Ltd (TLPL - Byju's parent company), Glas Trust (TLPL's largest creditor)
- Tribunal Hearing
- National Company Law Appellate Tribunal (NCLAT), two-member bench in Chennai
- Glas Trust's Plea
- To halt Aakash's Extraordinary General Meeting (EGM) and the proposed rights issue.
- NCLAT's Decision
- Rejected Glas Trust's plea, allowing Aakash's EGM and rights issue.
- Aakash's Rationale for Rights Issue
- To raise funds for expenses related to 3.5 lakh students and 10,000 employees; Aakash is not part of Byju's insolvency proceedings.
- Byju's (TLPL) Stake in Aakash
- Approximately 25% (prior to rights issue)
- Potential Dilution of Byju's Stake
- From approximately 25% to a lower percentage.
- Previous Ruling
- National Company Law Tribunal (NCLT) had previously declined Byju's plea to stop the EGM.
Sources
Byju's moves NCLAT on Aakash EGM for rights issue
Byju's moves NCLAT on Aakash EGM for rights issue
Byju’s moves NCLAT against NCLT order allowing Aakash EGM on rights issue
Byju’s moves NCLAT against NCLT order on Aakash EGM
[Update] BYJU’S Moves NCLAT Against Aakash’s EGM
NCLAT rejects Glas Trust’s plea opposing Aakash's EGM