Byju’s-Aakash Settlement: The Shareholding Tussle Behind The ₹240 Cr Rights Issue

The dispute between Byju’s parent Think & Learn Private Limited and Aakash Educational Services Limited, which has now reached a settlement, was not simply about a fundraising exercise. At its centre was a question of how the ₹240-crore rights issue would affect Think & Learn’s position in Aakash, an important asset of the edtech group.

On September 23, the Bengaluru bench of the National Company Law Tribunal (NCLT) was informed that Think & Learn and Aakash had reached a settlement in the dispute according to LiveLawBiz. Lawyers representing the two sides sought to place a joint application before the tribunal to record the settlement. The matter was listed for consideration of the application.

The ₹240 Cr Plan

Aakash had proposed a ₹240-crore rights issue for its existing shareholders in proportion to their holdings. The issue was structured in tranches, with the first tranche involving ₹100 crore and the remaining ₹140 crore forming the second tranche.

But Think & Learn, which held about 25.75% of Aakash, was undergoing insolvency proceedings after the Bengaluru NCLT admitted the company into the corporate insolvency resolution process in July 2024. Its participation in the rights issue, therefore, had implications beyond simply maintaining its investment.

A rights issue gives existing shareholders the opportunity to subscribe to additional shares in proportion to their existing holdings. For Think & Learn, subscribing to its entitlement was therefore important to prevent dilution of its position in Aakash.

The ₹25.75 Cr Standoff

Think & Learn, through its resolution professional, participated in the first tranche. The NCLT proceedings record that it entered into a Debenture Subscription Agreement with Byju’s Alpha Inc., a foreign entity, to raise funds and subsequently remitted ₹25.75 crore to Aakash towards its proportionate subscription.

However, Aakash did not allot the corresponding shares to Think & Learn. Aakash raised concerns over the source of the funds and their regulatory permissibility. In proceedings before the NCLT, Aakash sought clarity on the regulatory classification of the funds and whether they could legally be used for the equity investment.

The issue was therefore not simply whether Think & Learn had subscribed to the rights issue, but whether the funds used for that subscription could be accepted and the corresponding shares allotted.

From 25.75% To 10.99%

The non-allotment had a direct impact on Think & Learn’s recorded shareholding. A notice issued for the second tranche reflected its stake at 10.99%, compared with its earlier holding of about 25.75%. Think & Learn challenged the position, arguing that the dilution affected its voting rights and ability to participate meaningfully in the rights issue.

The 10.99% figure, however, should be understood as the position reflected during the dispute. It should not be treated as confirmation of Think & Learn’s final post-settlement holding.

The dispute also had implications for the insolvency process because Think & Learn’s interest in Aakash formed part of the value available to its stakeholders. In earlier proceedings, the resolution professional and GLAS, which represents Byju’s US lenders, had raised concerns about dilution of the Aakash holding and its potential impact on creditor recoveries. Aakash and Manipal, its largest shareholder, argued that Aakash needed capital and the rights issue should proceed.

Courts Enter The Fight

The dispute moved through the NCLT, NCLAT and Supreme Court.

In October 2025, the NCLAT allowed Aakash to proceed with the fundraising and directed that Think & Learn should be able to subscribe proportionately to maintain its shareholding.

The issue resurfaced when Aakash moved ahead with the second tranche. On February 3, 2026, the NCLAT allowed Think & Learn to apply for shares up to its original 25.75% entitlement. It also directed Aakash not to undertake matters requiring a special resolution while the issue remained under adjudication.

Think & Learn then approached the Supreme Court. In February, the Supreme Court disposed of the appeal after recording Aakash’s undertaking that Think & Learn’s 25.75% shareholding would remain secured pending consideration of the matter by the NCLAT. The Court also gave Think & Learn additional time to participate in the second tranche.

Settlement Changes The Equation

The September settlement changes the immediate legal trajectory of the dispute. Think & Learn and Aakash have informed the NCLT that they have resolved their differences, with their lawyers seeking to place a joint settlement application on record.

The precise commercial terms of the settlement, including the final treatment of Think & Learn’s Aakash shares, have not been publicly disclosed so far. That means the settlement should not automatically be read as confirmation that Think & Learn has either permanently retained 25.75% or remained at 10.99%.

What is clear is that the rights issue turned a routine capital-raising exercise into a dispute over shareholder rights, regulatory questions around the subscription funds and the value of Aakash within the broader insolvency process.

Why Aakash Matters

Aakash is one of the significant assets within Byju's corporate structure. Before the rights issue, Think & Learn held about 25.75% of Aakash, while Manipal Education and Medical Group held about 58%, according to earlier proceedings reported by The Economic Times.

That makes the eventual treatment of Think & Learn’s Aakash stake relevant not only to the relationship between the two companies but also to the insolvency process involving Byju’s parent.

The settlement removes one major point of litigation between Think & Learn and Aakash. The next key step is the NCLT’s consideration of the joint application and the terms that determine how the settlement will be implemented.