Edtech firm Aakash seeks RBI clarity on funding used in rights issue

Edtech firm Aakash had approached National Company Law Tribunal (NCLT) in the interest of all stakeholders, as it was unable to utilise the funds received from TLPL

In a significant development related to Aakash Educational Services Limited’s (AESL) ongoing rights issue, the National Company Law Tribunal (NCLT), Bengaluru, on Monday issued notice to the resolution professional (RP) of Think & Learn Pvt Ltd (TLPL) to file its reply to an application filed by AESL on the legality of the funds raised by TLPL for subscribing to the rights issue.

 

Dhyan Chinnappa, senior advocate appearing for AESL, submitted that “this was not an adversarial application and that AESL had approached the Tribunal in the interest of all stakeholders, as it was unable to utilise the funds received from TLPL in view of the regulatory violations alleged.” He submitted that AESL had therefore sought clarity from the Reserve Bank of India (RBI) before proceeding further.

 

Earlier, on November 27, 2025, the board of directors of AESL had decided to keep the allotment of shares to TLPL in abeyance until final adjudication on the legality of the funds generated by TLPL for subscribing to AESL shares under the rights issue. AESL has clarified that the amount deposited by TLPL has been parked in a separate interest-bearing account and has not been utilised, pending a final decision on allotment.

 

To participate in the rights issue, TLPL raised funds by issuing debentures aggregating approximately Rs 100 crore under a debenture subscription agreement dated November 7, 2025. This arrangement has been challenged by an erstwhile director of TLPL on the ground that it may violate provisions of the Foreign Exchange Management Act, 1999 (Fema), the External Commercial Borrowing (ECB) guidelines, and the Foreign Exchange Management (Non-Debt Instrument) Rules, 2019. That challenge is currently pending adjudication.

 

Against this backdrop, AESL on December 9, 2025, filed an application before the NCLT, Bengaluru, seeking regulatory clarity and requesting the Tribunal to call for a report from the RBI on the classification and permissibility of the debenture subscription agreement. The application came up for hearing today.

 

Abhinav Vasisht, senior advocate appearing for the RP of TLPL, opposed the application and contended that the application was not maintainable. After briefly hearing both sides, the NCLT issued notice to the RP of TLPL, directed it to file its reply, and posted the matter for further hearing on January 2, 2026.

 

Separately, the RP of TLPL has also moved the National Company Law Appellate Tribunal (Nclat), Chennai, in a pending appeal, claiming that there has been no violation of law in raising funds for participation in AESL’s rights issue. It is seeking directions for allotment of shares against the subscription amount deposited by TLPL. That application is listed for hearing before the Nclat on December 16, 2025.