FILE PHOTO: Byju’s logo is seen in this illustration taken on June 22, 2023. REUTERS/Dado Ruvic/Illustration/File Photo | Photo credit: Dado Ruvic
The AESL board has approved allotment of shares to Manipal Group (₹58 crore) and Beeaar Investco Pte Ltd (₹16 crore) in line with their existing shareholdings. However, the ₹25 crore transferred by TLPL has been marked as non-compliant with the Companies Act, FEMA regulations and ECB guidelines.
TLPL, which is currently going through insolvency proceedings, had tried to underwrite the issue even as the resolution professional opposed the move before the NCLT, NCLAT and the Supreme Court. The NCLT is also probing allegations by former TLPL promoter Riju Ravindran, who claims that the company raised money for the subscription by issuing ₹100 crore bonds through a structure that may violate FEMA, ECB and Foreign Exchange Management (Non-Debt Instruments) rules.
Following AESL’s request for clarity, the RP shared the bond subscription agreement between TLPL and Byju’s Alpha Inc., along with a legal opinion alleging compliance. AESL then sought its own independent assessments, including from a former Supreme Court judge and a retired RBI general manager – both of whom found the structure did not comply with FEMA or ECB rules. A senior lawyer also confirmed that the investment appeared to be in violation of the RBI’s Master Direction on Foreign Investment.
“It is clear that the money received by TLPL is in the nature of a loan/bond under external commercial borrowings and cannot be utilized for raising equity,” said Sanjay Garg, Head–Legal, AESL. “If there were any investigation by a regulator, Aakash could be accused of allowing a rights issue, which allowed an ECB to be used for equity investments.”
AESL said the ₹25 crore deposited by TLPL is likely to be placed in a separate interest-bearing account until the NCLT rules on the matter. The company is also considering launching an additional rights issue of ₹140 crore soon.
Published on November 28, 2025
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