Why Manipal and upGrad want Byju’s—and what’s really at stake now
Two education giants, Manipal Group and upGrad, are vying for Byju's bankrupt parent, TLPL, in an insolvency process at the NCLT. The outcome hinges on creditor confidence and the bidders' financial capabilities amid Byju's recent challenges.
Two of India’s biggest education companies are now circling Byju’s bankrupt parent, Think & Learn Pvt. Ltd (TLPL), setting up a closely-watched insolvency battle at the National Company Law Tribunal (NCLT). The Manipal Group, led by Ranjan Pai, and upGrad, chaired by Ronnie Screwvala, have both filed expressions of interest (EOI) to acquire some or all of the edtech firm’s assets.
Mint unpacks how the Corporate Insolvency Resolution Process (CIRP) for TLPL is likely to move from here, how competing bids from Manipal and upGrad will be weighed in a case involving roughly 1,780 creditors, and how any winning offer will ultimately depend on whether creditors are convinced about the bidder’s ability to pay—judging their cash position, funding plans and overall balance-sheet strength.
How funding spree, term loan default broke Byju’s
Valued at $22 billion at its peak in 2022, TLPL is now in the middle of a long-drawn insolvency process that has laid bare years of aggressive expansion and governance lapses.
The Byju’s parent raised at least $4 billion from global investors such as Tiger Global, General Atlantic, Sequoia Capital India, Chan Zuckerberg Initiative, Silver Lake, B Capital and others, and spent heavily on marquee acquisitions including Aakash Educational Services, WhiteHat Jr, Epic and Great Learning.
Those bets, however, were followed by a series of red flags. These include repeated delays in filing audited financials, the resignation of Deloitte as statutory auditor citing long-pending accounts, questions around revenue recognition, and complaints from parents about aggressive sales practices and mis-selling of long-tenure courses.
Together with a long funding winter and slowing growth, these issues eroded investor confidence and piled pressure on the company’s cash flows.
The biggest blow came when Byju’s defaulted on its $1.2-billion term loan B, triggering a bruising fight with lenders led by GLAS Trust Company, now one of the largest financial creditors in the insolvency battle, alongside InCred Financial Services and related-party claimant Aakash Educational Services Ltd (AESL), filings reviewed by Mint show.
After a deal spree that saw Byju’s make more than 20 acquisitions across K-12, test prep and upskilling, the group is now at a point where two heavyweights in education—Ranjan Pai’s Manipal Group and Ronnie Screwvala’s upGrad—are vying for its assets, offering creditors a potential exit while giving both suitors a chance to bulk up their presence in a strategically-important market.
How creditors, CoC will weigh Manipal vs upGrad
A detailed claims list filed in the insolvency matter and reviewed by Mint shows that TLPL’s creditor base is both highly concentrated and widely spread. Experts said any expression of interest from upGrad or Manipal Group will now have to run the full course of the insolvency process, where the committee of creditors votes on and selects the most viable plan.
In practice, that means creditors will look not just at headline offer values, but at each bidder’s reputation, cash on hand, funding arrangements and what fresh financial and commercial issues emerge during due diligence before backing a resolution plan.
According to Rohit Jain, managing partner at Singhania & Co., prospective resolution applicants (PRAs) such as upGrad and Manipal Group who clear the eligibility criteria set by the committee of creditors (CoC) are first given access to an information memorandum and a virtual data room, allowing them to conduct detailed financial and legal due diligence on the corporate debtor.
“Eligible PRAs submit binding, confidential resolution plans to the resolution professional, and these plans must comply with the Code, including, for example, providing for CIRP costs and paying operational creditors at least their liquidation value," Jain said.
Jain added that once the plans are in, the CoC evaluates them based on its “commercial wisdom". This will be done by weighing factors such as the upfront cash on the table, the feasibility of the proposal, the bidder’s track record and capability, and how fairly the plan treats all stakeholders, including employees and unsecured creditors.
After that comes the most crucial step: the CoC has to actually pick a winner. The committee votes on the competing plans, and a plan goes through only if lenders holding at least 66% of the voting share back it.
Jain explained that the winning plan is sent to the NCLT, whose role is limited to checking that the 66% threshold has been met, and that the plan complies with all provisions of the Insolvency and Bankruptcy Code (IBC).
“If these conditions are met, the NCLT approves the plan, which then becomes legally binding on all stakeholders, including the 1,700-plus creditors (of TLPL), its employees and the government," Jain said.
How a US-led creditor bloc will decide Byju’s fate
From the claims filed before the insolvency court, it is clear that a handful of financial creditors dominate the numbers, even as hundreds of others stand in line. GLAS Trust Company, representing Byju’s US term loan B lenders, has put in the single largest claim at about ₹11,432 crore, linked to that $1.2‑billion offshore loan.
Aakash Educational Services Ltd, a wholly-owned subsidiary and related party, has filed a claim of roughly ₹1,404 crore, while Anglo Asia Ltd has sought about ₹810 crore. InCred Financial Services has an admitted unsecured financial claim of about ₹20.3 crore, and ICICI Bank appears in the list with an undisclosed amount, as per the filings seen by Mint.
These numbers have fed directly into the power balance inside the committee of creditors. US lenders led by GLAS now hold 99.41% of the CoC’s voting share, giving them an effective veto over both any settlement and any future resolution plan.
Founder Byju Raveendran and his brother Riju had earlier tried to get the CIRP withdrawn by settling the original ₹158‑crore dues with the Board of Control for Cricket in India (BCCI), which triggered the case, but the NCLT and later the appellate and Supreme Court benches made clear that any withdrawal or settlement now has to run through the CoC.
US lenders have opposed the BCCI settlement, alleging that funds advanced to a Byju’s subsidiary were siphoned off and that the money proposed for settlement is tainted, and they are pressing claims totalling ₹11,432 crore.
Beyond these big-ticket financial creditors, the claims list shows other categories: about 1,700‑plus employees claiming unpaid dues estimated in the low hundreds of crore, and close to a hundred vendors, including Aditya Birla Finance and a mix of advertising, logistics, office and technology partners, together claiming several hundred crore, most still under review.
While Manipal and upGrad are the visible bidders, the legal and economic fate of TLPL will ultimately be shaped by a CoC effectively controlled by GLAS and its fellow US lenders, with Aakash, Anglo Asia, InCred, employees and vendors watching from the sidelines to see how much they recover under any final plan.
As Jain of Singhania & Co. put it, “the ‘best’ bid is whatever the CoC, in its commercial wisdom, decides is best—it is often a balance between maximising immediate cash recovery for creditors and ensuring the long-term survival of the business, which ultimately benefits stakeholders like employees."
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