SC disposes Think & Learn plea, protects 25.75% Aakash stake till NCLAT
The Supreme Court has closed Think & Learn's appeal after recording Aakash's undertaking that its 25.75% stake will remain protected until NCLAT decides a pending plea
 "SC disposes Think & Learn plea, protects 25.75% Aakash stake till NCLAT")
The Supreme Court on Tuesday closed proceedings in an appeal by Think & Learn, after placing on record an assurance by Aakash Educational Services Ltd that 25.75 per cent of Think & Learn’s shareholding in Aakash will remain protected until the National Company Law Appellate Tribunal (NCLAT), Chennai, decides a pending interlocutory application.
A Bench of Justices PS Narasimha and Alok Aradhe also granted Think & Learn a further week, until next Monday, to participate in the second tranche of Aakash’s ₹240 crore rights issue.
Recording the submission of Senior Advocate Gopal Subramaniam, appearing for Aakash, the Court noted that 25.75 per cent of the appellant’s shares “shall be secured as on January 3, 2025 till the disposal of the interlocutory application.”
The appeal had been filed against a February 3, 2026 order of the NCLAT permitting Aakash to proceed with the second tranche of its rights issue.
The appellate tribunal had allowed Think & Learn to apply for shares up to its original 25.75 per cent entitlement and directed Aakash not to place before shareholders any proposal requiring a special resolution until the dispute is resolved. It later extended the subscription deadline to February 17, 2026.
The controversy stems from Aakash’s fund-raising exercise through a rights issue, which Think & Learn challenged before the National Company Law Tribunal (NCLT), Bengaluru, alleging oppression and mismanagement.
In October 2025, the NCLT declined interim relief, observing that a rights issue, by itself, could not be characterised as inequitable. The NCLAT upheld that view.
On November 3, 2025, the Supreme Court refused to interfere at that stage, clarifying that its observations would not prejudice the final adjudication.
Subsequently, Think & Learn remitted funds towards the first tranche. However, Aakash did not allot shares, citing concerns over the foreign source of funds.
A notice issued on January 8, 2026 for the second tranche reflected Think & Learn’s holding at 10.99 per cent, as against its earlier stake of about 25.75 per cent.
Before the Supreme Court, counsel for Think & Learn sought seven days’ time to subscribe to the second tranche, stating that funds had to be arranged from overseas. Justice Narasimha responded, “Within a week from today. By next Monday.”
Disposing of the appeal, the Court left the NCLAT’s order undisturbed while formally recording Aakash’s undertaking that Think & Learn’s 25.75 per cent shareholding would remain secured pending consideration of the interlocutory application by the appellate tribunal.