Kerala HC orders personal appearance of BYJU’S RP, GLAS representative and EY India Chief in alleged contempt case

KOCHI: The Kerala High Court has directed the Resolution Professional (RP) of Think & Learn Pvt. Ltd. (BYJU’S), the authorised representative of GLAS Trust Company LLC, and the India chairman of Ernst & Young LLP to personally appear before the court on December 5, 2025, in connection with ongoing alleged contempt case concerning BYJU’S foreign assets.

The order was issued by Justice K Natarajan on November 27, 2025. The case arises from the High Court’s earlier judgment dated May 21, 2025, which had restrained any transfer of BYJU’S key overseas subsidiaries such as Epic! Creations Inc. and Tangible Play Inc. (Osmo).

The petitioners allege that despite this protection, parallel bankruptcy actions and asset enforcement measures were initiated in the United States using the same Term Loan B (TLB) debt that GLAS is relying on in India, thereby violating the court’s order.

A detailed counter affidavit filed on behalf of BYJU’S co-founder Riju Ravindran in the contempt proceedings places before the Court extensive material alleging what it calls a “fraudulent double-recovery architecture”. It states that BYJU’S international subsidiaries Tangible Play, Great Learning, Byju’s Alpha Inc., Epic!, and Tynker were acquired for a combined amount of nearly USD 1.42 billion and form the backbone of the company’s global business.

Despite their central importance, these foreign subsidiaries were allegedly omitted from the Resolution Professional’s Form G (Expression of Interest) dated August 25, 2025, and September 24, 2025.

According to the affidavit, the omission created a misleading and artificially diminished picture of BYJU’S asset position, suppressing value in the Corporate Insolvency Resolution Process (CIRP). At the same time, the affidavit alleges that GLAS pursued enforcement actions in the United States against these very subsidiaries under the Term Loan B (TLB) while maintaining its full admitted claim of ₹11,432.98 crore in India, thereby enabling an unlawful double recovery.

The materials presented to the Kerala High Court also raise serious conflict-of-interest concerns involving EY and the conduct of the insolvency process. Communications reproduced in the affidavit show, according to the petitioners, that EY’s restructuring team was closely involved from the inception of the CIRP–advising on GLAS’s claims, managing key communication channels such as the ip.byjus@outlook.com email used for collecting and verifying creditor claims, and vetting those claims.

The affidavit alleges that EY failed to disclose its prior work for both BYJU’S and GLAS in its conflict-of-interest disclosures mandated by the Insolvency and Bankruptcy Board of India (IBBI). It adds that draft emails prepared by EY marked all conflicts as “NIL,” despite earlier engagements with the parties.

The appointment of the current Resolution Professional, Shailendra Ajmera, whose address is listed as Ernst & Young LLP’s Worldmark Aerocity office, is also questioned as evidence that EY continued to exercise de facto control over the CIRP even after the initial Interim Resolution Professional was replaced.

The counter affidavit further seeks a set of directions from the Kerala High Court. It requests that the Serious Fraud Investigation Office (SFIO) and the Central Bureau of Investigation (CBI) be tasked with investigating the alleged fraud, collusion, cross-border value stripping, and concealment of foreign enforcement actions. It also seeks protection for BYJU’S foreign subsidiaries until these issues are resolved.

Finally, it asks that the Rs 158 crore personally contributed by Riju Ravindran toward a proposed settlement be placed in a court-monitored escrow account, with a mechanism for refund if the Committee of Creditors (CoC) or the National Company Law Tribunal (NCLT) do not act on the settlement proposal.

There has been no comment to the order so far from either EY India or GLAS Trust. (ANI)