Exclusive: Ronnie Screwvala's Upgrad enters bidding fray for bankrupt Byju's assets

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Ronnie Screwvala-led Upgrad has submitted an expression of interest ( EoI) to bid for Think & Learn, the bankrupt parent of edtech firm Byju's. This adds Upgrad to the growing list of potential bidders for the edtech firm’s assets, according to people familiar with the matter.

The higher education and upskilling firm is evaluating both the K12 business and the Aakash Educational Services unit, the people said.
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ET had earlier reported about Ranjan Pai’s Manipal Group submitting an EoI, primarily to explore acquiring Aakash where it already holds about a 58% stake.

The sale process, which has been initiated by Think & Learn's resolution professional (RP), EY-backed Shailendra Ajmera, will give bidders the option to acquire all of Think & Learn or specific assets, including Aakash and other units like GeoGebra, WhiteHat Jr and Toppr. The assets on offer also cover inventory, receivables, fixtures and furniture, the Byju’s Learning app, as well as other intangible assets and course material.

Screwvala confirmed the development to ET. "We have filed an EoI in the Think & Learn resolution and liquidation process that includes all their assets, including the K12 business and Aakash," he said.

Byju’s acquired Aakash for $950 million in 2021, but a cash crunch amid the post-Covid meltdown in its business meant that it could not hold on to its majority stake.

Upgrad is also in advanced talks to acquire Unacademy in an all-stock deal, valuing the test-prep startup at around $300-320 million. At this price, a deal would mark a 90% drop from Unacademy’s peak valuation of $3.4 billion in 2021.

Submission of an EoI does not guarantee shortlisting or approval for the next phase. The RP will review eligibility and will then issue a provisional list of prospective resolution applicants.

Meanwhile, Think & Learn’s RP has again extended the deadline to submit EoIs to December 15. The original cut-off date of September 24 was earlier moved to November 13.

“The deadline was extended because litigation is still ongoing. The RP has filed a plea citing non-cooperation from Byju’s former promoters. No details have been provided by them which has made it difficult for the RP to access any information,” said a person familiar with the process. “More than 15 parties have either submitted or are exploring submitting an EoI,” the person added.

Ajmera, the RP, did not respond to a request for comment.

Think & Learn is currently in the midst of insolvency proceedings, which began last year after the Board of Control for Cricket in India moved the NCLT to recover Rs 158 crore that it was owed by the company for a sponsorship deal.

The edtech firm, which was once valued at $22 billion, had acquired more than 15 companies, most of them during the pandemic, driven by fast growing demand for online education.

In June, ET reported that Byju’s was selling its US assets at a fraction of the price it paid to acquire them, as creditors push to recover their dues from the edtech firm whose American operations are undergoing bankruptcy proceedings.

Recently, bankruptcy tribunals and the Supreme Court refused to interfere in the business of Aakash as its shareholders on October 29 approved a proposal to raise the company’s authorised share capital, a key step before conducting a rights issue.

This issue, which opened on November 3 and will close on November 17, is likely to reduce the shareholding of Think & Learn to 6.125% from 25.75%. However, according to Manipal, Think & Learn has deposited Rs 25 crore with Aakash to subscribe to shares proportionate to its holding.

Glas Trust, which represents Byju’s US lenders, and Think & Learn had opposed the rights issue plan in courts, arguing that it was designed solely to dilute Think & Learn’s shareholding in Aakash. According to them, it formed part of a series of unlawful actions by Aakash’s board to undermine the rights of its holding company, Think & Learn. Glas Trust holds a 99.41% voting share in the committee of creditors (CoC) of Think & Learn.

Multiple petitions are still pending before bankruptcy tribunals questioning Glas Trust’s dominant position, formation of the CoC and the appointment of Ajmera as the resolution professional.