In an impleadment application filed before the National Company Law Tribunal (NCLT), Bengaluru, on June 1, Aakash Educational Services Ltd (AESL) has requested the tribunal to either dismiss the company petition filed by Byju’s under Sections 241 and 242 of the Companies Act, alleging oppression and mismanagement, or include Ernst & Young (EY) LLP and its partner Ajay Shah as respondents in the case.
AESL alleges that EY has been involved in providing a wide range of strategic, financial, and compliance-related advisory services to the company, and is now acting against AESL through Shailendra Ajmera — the appointed Resolution Professional (RP) of Byju’s, who is also a senior EY functionary.
“This is a classic case of conflict of interest and abuse of process,” said the application. “The very transactions now being challenged in the petition, such as the issuance and conversion of non-convertible debentures (NCDs), equity restructuring, and internal governance matters, were structured and overseen by EY.”
According to the filing, EY allegedly advised on the valuation and structuring of NCDs issued to Davidson Kempner, tax and regulatory aspects of equity conversion to Manipal Group, and internal board-level decisions and corporate strategy at AESL as recently as October 2024. The application includes alleged internal emails and advisory documents that suggest EY’s involvement in financial forecasting, liquidity management, and decision-making processes.
Moreover, key evidence cited includes an email dated September 20, 2023, from AESL to Ajay Shah sharing profit and loss statements and cash flow requirements, and a January 13, 2024, email from Ajay Shah providing Management Representation Letters for audit purposes.
“The RP has suppressed material facts, has no locus standi to file this petition under the Companies Act, and is acting in excess of his powers under the Insolvency and Bankruptcy Code,” AESL said in the filing. The company argues that the RP does not maintain the proceedings in his capacity as a “member” of the company, which is a fundamental statutory requirement under Section 241 of the Companies Act.
AESL has also warned that it may escalate the matter to regulators, including the Insolvency and Bankruptcy Board of India (IBBI) and the Ministry of Corporate Affairs, alleging that Ajmera’s position as RP is “severely compromised.”
“The matter is sub-judice, and therefore we cannot offer any further comment at this time. However, we refute the allegations and will defend any such legal action vigorously,” EY said in a statement.
The move comes just weeks after AESL had issued a legal notice to Ernst & Young (EY), alleging a conflict of interest in the ongoing corporate dispute involving Byju’s.
The legal notice sent on May 21, 2025 had asked EY to “advise Shailendra Ajmera of E&Y… to forthwith withdraw himself from conducting further proceedings as the resolution professional, failing which, our client will be constrained to move an appropriate application/s not only before the Hon’ble National Company Law Tribunal, but would also undertake similar applications before the regulatory authority including the regulatory authority which controls the financial services sector”.
The development comes in the backdrop of a continuing legal dispute between AESL and Byju’s, which began after Byju’s acquired AESL in 2021 for approximately $950 million in a deal involving 70% cash and 30% equity. Under the agreement, Aakash’s promoters—the Chaudhry family—and private equity giant Blackstone were to receive shares in Think & Learn.
However, the share swap faced hurdles after the Chaudhry family refused to exchange their remaining stake, citing governance concerns. Byju’s later issued a legal notice to the family. A fierce legal battle followed for control of Aakash, involving shareholders, Ranjan Pai’s Manipal Group, Blackstone, the Chaudhary family, and Byju’s, which has been stuck in insolvency proceedings following more than two years of struggle.
