Settlement Talks Advance in Byju's Aakash Shareholding Dispute

Settlement talks between Manipal Education and Medical Group and GLAS Trust, which represents Byju’s US lenders, have moved into an advanced stage to resolve the Aakash Educational Services shareholding dispute ahead of a crucial NCLT (National Company Law Tribunal) hearing on June 23, people aware of the matter said.

The discussions are aimed at settling the most contentious part of Byju’s insolvency proceedings: how the value of Aakash, the test-prep company that remains the group’s most valuable asset, is divided among Manipal, Think & Learn’s creditors, and entities linked to founder Byju Raveendran and his family.

The proposed settlement is expected to address three sets of Aakash shares that have been at the centre of the dispute. Manipal, led by Ranjan Pai, is the largest shareholder in Aakash with about 58% stake. Byju’s parent Think & Learn held 25.75% before Aakash initiated a rights issue that could have reduced its holding to about 5%, prompting objections from GLAS and the resolution professional. A separate block of 17,891,289 Aakash shares linked to Beeaar Investco, a Singapore entity connected to Raveendran, is also relevant because of Qatar Investment Authority’s claims against him.

“There has been decent progress in deal discussions, and the parties are working on final documentation. If the settlement progresses, the terms may be placed before the NCLT on June 23. Otherwise, the parties may seek more time,” said one of the people quoted above.

Detailed queries sent to Raveendran, Think & Learn's resolution professional, Manipal Group and GLAS remained unanswered.

At the previous hearing on June 3, the counsel for Aakash Educational Services informed the Bengaluru bench of the NCLT that the parties had entered into a standstill agreement and it was still in the process of being finalised. The tribunal adjourned the matter to June 23.

The stalemate began after Aakash moved to raise Rs 240 crore through a rights issue in two tranches. GLAS and Think & Learn’s resolution professional opposed the process, arguing that dilution of the parent’s Aakash stake would hurt creditor recoveries. Aakash and Manipal argued that the coaching company needed capital and could not be prevented from raising funds merely because one shareholder was undergoing insolvency.

In October, the National Company Law Appellate Tribunal refused to restrain Aakash’s extraordinary general meeting for the rights issue. On November 3, the Supreme Court also dismissed challenges filed by GLAS and Think & Learn’s resolution professional, allowing the rights issue to proceed.

However, the issue did not end there. Aakash completed the first Rs 100 crore tranche, allotting shares to Manipal and Beeaar Investco, but kept Think & Learn’s Rs 25 crore subscription on hold, citing concerns around the source of funds and concerns about FEMA and external commercial borrowing issues. In February, the Supreme Court recorded Aakash’s undertaking that Think & Learn’s 25.75% shareholding as on January 3, 2025, would remain secured until NCLAT decides the pending application.

The Singapore proceedings involving Raveendran added another layer to the talks. A Singapore court sentenced him to six months in jail in a civil contempt matter linked to asset disclosure obligations in a QIA-related dispute. Raveendran later secured a stay on the committal and surrender provisions, meaning no jail term would take effect while the matter remains under challenge.