Think & Learn RP, GLAS representative, EY India chief summoned by Kerala HC

Executives have been directed to appear on Dec. 5 by Kerala High Court

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The Kerala High Court has directed the Resolution Professional (RP) of Byju’s parent Think and Learn Pvt. Ltd., Shailendra Ajmera, the authorised representative of GLAS Trust Company LLC, Sunil Thomas, and EY India Chairman, Rajiv Memani, to personally appear before it on December 5, 2025 in ongoing contempt proceedings concerning Byju’s’ foreign assets.

 

The order was passed in Contempt Case (C) No. 1201 of 2025, arising from the Court’s earlier judgment dated May 21, 2025 in OP(C) No. 1187/2025, which restrained any alienation of Byju’s’ key foreign subsidiaries, including Epic! Creations Inc. and Tangible Play Inc. (Osmo). Despite this protection, court filings allege that parallel U.S. bankruptcy proceedings and asset sales were pursued using the same Term Loan B (TLB) debt that underpins GLAS’ claim in India.

 

A detailed counter affidavit filed on behalf of Byju’s Cofounder Riju Raveendran in the contempt case presents evidence of what it alleges as a “fraudulent double recovery architecture”.

 

It said Byju’s international subsidiaries — including Tangible Play, Great Learning, Byju’s Alpha Inc., Epic! and Tynker — were acquired for an aggregate cost of about $1.42 billion, forming the core of the company’s global operations.

 

These foreign subsidiaries were allegedly omitted from the RP’s Form G (Expression of Interest) dated August 25, 2025 and September 24, 2025, thereby presenting prospective bidders with an artificially deflated picture of Byju’s asset base and suppressing value in India’s Corporate Insolvency Resolution Process (CIRP).

 

While the assets were allegedly suppressed in India, the filing alleges that GLAS pursued parallel enforcement in the United States against the same subsidiaries under the TLB, without a corresponding adjustment to its ₹11,432.98 crore claim admitted in India — giving rise to the allegation of unlawful double recovery.

 

The materials placed before the Kerala High Court also highlight serious conflict-of-interest allegations involving EY India and the insolvency process. It alleged communications reproduced in the affidavit indicate that EY India’s restructuring team was deeply embedded in the CIRP from its inception, including advising on GLAS’ claim, controlling critical communication channels such as the ip.byjus@outlook.com email used for claim collection and verification, and vetting creditor claims.

 

It is alleged that EY India failed to disclose prior work for both Byju’s and GLAS in its IBBI-mandated conflict disclosures and that email drafts provided by EY India marked all conflicts as “NIL,” despite this prior engagement history.

 

It alleged that the appointment of the current RP, Shailendra Ajmera, whose address is shown as Ernst & Young LLP’s office in Worldmark in New Delhi's Aerocity, is challenged as part of a continuum in which the EY India allegedly remained in effective control of the CIRP even after the original IRP was replaced.

 

The counter affidavit before the Kerala High Court also seeks to direct the Serious Fraud Investigation Office (SFIO) and the Central Bureau of Investigation (CBI) to investigate alleged fraud, collusion, cross-border value stripping and concealment of foreign enforcement actions. 

 

It said protection for Byju’s foreign subsidiaries until these issues are adjudicated, and placement of ₹158 crore of personal funds contributed by Riju Raveendran for a settlement into a court-monitored escrow, with a refund mechanism if the committee of creditors (CoC) or National Company Law Tribunal (NCLT) do not act on the settlement proposal. “To preserve the value built over years for students, employees, and all stakeholders,” it said.

 

An email query has been sent to EY India for comments about this new development. 

However industry sources familiar with the issue, said this matter relates to assets in the US and may not be directly relevant to TLPL’s insolvency process in India - supervised by the NCLT and administered by the resolution professional. They claimed that the Supreme Court set aside the stay granted by Kerala HC on sale of the assets, which may render this case infructuous.