NCLAT clears Aakash's EGM on rights issue, rejects Glas Trust appeal

The insolvency appellate tribunal, National Company Law Appellate Tribunal (NCLAT), has allowed Aakash Educational Services Ltd (AESL) to hold its Extraordinary General Meeting (EGM) for a rights issue, rejecting an appeal filed by Glas Trust, the largest US-based creditor of BYJU’S parent company, Think & Learn Pvt Ltd (TLPL).

A two-member bench in Chennai said that Glas Trust failed to make a strong case for stopping the meeting, adding that Insolvency and Bankruptcy Code (IBC) does not authorise interference in the internal affairs of other companies where an insolvent firm holds share.

Glas Trust, which owns over 90% of voting shares in the Committee of Creditors (CoC), has argued that allowing AESL to raise new capital would dilute TLPL’s 25% stake and reduce its valuation.

The NCLAT dismissed this, stating that the IBC’s intent is to maximise the asset value of the company as TLPL is going through insolvency processes, but “it has not sanctioned the idea that every company in which the CD has a shareholding should sacrifice its own interest to stay, grow and sustain itself commercially for the benefit of the CD.”

Moreover, the statutory scheme of the IBC does not enable an understanding that every such company in which CD has shares should expose itself to the peril of being itself to an insolvency proceeding. The value of TLPL’s shares in Akash can never be preserved if Akash is commercially killed, it said.

On Monday, during the proceedings, AESL submitted that the company is in dire need of funds and it has 3.5 lakh students and 10,000 employees and has to meet those expenses. Moreover, AESL is not a part of insolvency proceedings going against BYJU’S, which has only a shareholding in this.

“Therefore, the spirit of IBC is best served when the companies in which CD has some shares are allowed to prosper, irrespective of who has the controlling power,” said the NCLAT bench comprising Justice N Seshasayee and Jatindranath Swain while dismissing the interim application (IA) filed by Glas Trust.

AESL is scheduled to have the EGM scheduled for October 29, 2025, in which shareholders will vote on rights issue to raise funds for the company.

BYJU’S is going through the Corporate Insolvency Resolution Process.

Glas Trust, which owns over 90% voting rights in the committee of creditors of BYJU’S, had filed an application before the appellate tribunal against an earlier order passed by the Bengaluru bench of the NCLT.

Moreover, in this matter, TLPL has also moved NCLAT. It had filed an appeal against the NCLT order, which last week declined its plea to restrain Aakash Educational Services Ltd (AESL) from convening its EGM for the rights issue of the company.

Glas Trust has sought a stay to protect the interest of TLPL, which owns around 25% of the stake in AESL and said that after the right issue, the stake of the insolvency-bound edtech firm will be diluted.

On Oct 17, 2025, the Bengaluru-based bench of the NCLT declined to grant any interim relief on the second plea filed by the insolvency-bound edtech firm BYJU’S, to stay the EGM scheduled for October 29, 2025.

(With inputs from Press Trust of India)