The latest ₹250-crore rights issue by test-prep giant Aakash Educational Services Ltd (AESL) has been plunged into a legal grey zone due to the participation of a Singapore-based investment vehicle wholly owned by Byju Raveendran. This development raises significant questions about the fundraise's legality and exposes it to potential future challenges.
The Beeaar Conundrum and the Frozen Cheque
Corporate filings and sources familiar with Aakash's capital structure reveal a complex situation. Beeaar Investco Pte. Ltd, incorporated in Singapore on 23 March 2023 and entirely owned by Byju Raveendran, has subscribed to rights worth ₹16 crore in the current fundraising round. Beeaar already holds approximately 16% of Aakash.
In a parallel but related move, the board of Aakash has frozen a ₹25-crore subscription from Byju's parent company, Think & Learn Pvt. Ltd (TLPL), due to foreign exchange compliance concerns. TLPL is currently undergoing corporate insolvency proceedings, and its ultimate ownership remains unsettled with bids from suitors like the Manipal Group and upGrad.
The freeze on TLPL's funds stems from a case filed by former promoter Riju Raveendran at the National Company Law Tribunal (NCLT) in Bengaluru. The case alleges that TLPL raised the ₹25 crore by issuing ₹100 crore of debentures under a structure that may violate FEMA, External Commercial Borrowing (ECB) guidelines, and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.
QIA's Arbitration Award and the Global Freeze
The intrigue deepens with the involvement of the Qatar Investment Authority (QIA). The sovereign wealth fund's arm, Qatar Holding, had lent $150 million to Byju’s Investments Pte. Ltd (BIPL) in 2022. This loan was secured by a pledge of 17.89 million Aakash shares, with an explicit condition barring their transfer to any other entity under Byju Raveendran's control.
QIA has accused BIPL of breaching this agreement by transferring the pledged shares to Beeaar Investco. Following the alleged default, Qatar Holding terminated the deal in March 2024, demanded early repayment, and triggered arbitration in Singapore.
The Singapore International Arbitration Centre (SIAC) ruled in Qatar's favor. In July 2024, it ordered a worldwide freeze on assets of Byju Raveendran and BIPL up to $235 million, an order later confirmed by the Singapore High Court. On 14 July 2025, the tribunal directed immediate payment of approximately $235 million, with daily compounded interest at 4% per annum from 28 February 2024, pushing the total liability past $249 million.
Qatar Holding is now seeking recognition of this award as a decree from the Karnataka High Court to execute it against Indian assets, potentially turning Aakash's shareholding structure into an enforcement battleground.
Legal Grey Zone: Separate Entity vs. Alter Ego
Legal experts point out that Beeaar's participation in the rights issue exists in a precarious legal space. Advocate-on-record B. Shravanth Shanker explained that the worldwide freezing order binds only the named respondents—Byju Raveendran and BIPL—and operates "in personam." Since Beeaar is a separate legal entity and not a party to the proceedings, its assets are technically insulated.
Alay Razvi, managing partner at Accord Juris, noted that Beeaar injecting new funds is legally separate from the alleged misuse of the originally pledged shares. Therefore, subscribing to new rights issue shares does not, by itself, violate any freezing order.
However, both experts highlight substantial litigation risk. If QIA successfully proves in court that Beeaar is effectively controlled by Byju Raveendran or holds the disputed pledged shares for his benefit, judges could disregard its separate corporate personality. They could treat Beeaar as an "alter ego" of the restrained parties and extend the asset freeze to it. In such a scenario, the allotment of shares to Beeaar could be challenged and even unwound later, exposing those responsible to potential contempt consequences.
"The difficulty lies in the provenance of Beeaar’s shareholding," Shanker stated. "The allegation that the Aakash shares were transferred into Beeaar in breach of a subsisting pledge, coupled with a confirmed worldwide freezing order, casts an immediate shadow over the transaction."
Aakash's Bruising Reset and Leadership Churn
The controversy over Beeaar adds to a period of significant turbulence for Aakash. The rights issue itself followed a months-long legal battle. Both TLPL and its US-based lender, GLAS Trust Co., opposed the capital raise at the National Company Law Appellate Tribunal (NCLAT) but failed to secure interim relief in late October. The Supreme Court later refused to admit civil appeals against these orders, clearing the path for the fundraise.
Ownership of Aakash has also shifted. Ranjan Pai's Manipal Group now controls about 58% of the company, a stake acquired amidst the uncertainty of Byju's insolvency process.
The company has also witnessed a sharp churn in top leadership. Chief Executive Officer Deepak Mehrotra resigned in August 2025, followed by Chief Financial Officer Vipan Joshi on 31 October 2025. Mehrotra has been replaced by Chandra Sekhar Reddy Garisa, formerly of Ranjan Pai's family office, Claypond Capital.
The coming months will be critical as legal proceedings in Indian courts determine whether Beeaar Investco's corporate veil can be pierced, potentially jeopardizing its stake in Aakash and the validity of its participation in the crucial ₹250-crore rights issue.
