On November 27, 2025, the Kerala High Court passed an order indicating that Byju Raveendaran might be vindicated after discussing his comprehensive counter-affidavit. Justice K. Natarajan instructed Shailendra Ajmera, the Resolution Professional of Think and Learn; Sunil Thomas, the representative of GLAS Trust; and Rajiv Memani, the Chairman and Regional Managing Partner of Ernst and Young India, to appear on December 5 in court personally to demonstrate that this court takes the charges so seriously that it is willing to call them to witness.
Court-Ordered Personal Appearance: It Signals Seriousness of Contempt Allegations
The personal appearances of high-profile executives are not easily granted by the courts. The move to call Ajmera, Thomas, and Memani indicates that the written submissions might have ended, and direct responsibility was about to be enforced. The court ordered the following, and this is why this order is significant.
- Escalation Signal: Earlier in the contempt proceeding on November 21, 2025, the court received written counter-affidavits. The court was not pleased with the written submissions. The court then ordered the three to appear before it. This upsurge is an indication that the court believed that the written answers were not adequate or were elusive.
- Precedent of Personal Appearance: The personal appearance orders in contempt cases usually occur after some evidence of willful disobedience of the court orders. The court does not just appoint the chairman of EY, a resolution professional, and a representative of the creditor. The indictment is an indication that the court perceives the accusations as serious and convincing.
- Oath Requirement Implication: Personal appearance implies giving testimony with perjury charges and under oath. In the case of Ajmera, Thomas, and Memani, this increases the individual criminal liability for false testimony on top of the corporate liability. That alters the motivation to minimize admission to evade perjury.
- Cross-Examination Opportunity: Because of live testimony, the legal counsel of Byju can cross-examine in real time. Ajmera and others should not be able to count on well-thought-out written answers with follow-up questions revealing discrepancies. Live testimony is more difficult to script.
- Timing Question: The order was granted sometime after the counter-affidavit had been filed late in November. This swift advancement indicates that the court was convinced by the affidavit and did not find it necessary to procrastinate on face-to-face testimony.
- Regulatory Notification Implication: The order of the court is a published document. It will be under the watch of regulatory bodies, including IBBI, CBI, and SFIO. The appearance order at the personal level may provoke increased regulatory scrutiny and parallel investigation.
What Evidence Convinced Kerala HC That Allegations Are Credible
The court discovered several pieces of evidence that were believable, such that they required personal testimony. To start with, the foreign subsidiaries with a value of $1.42 billion were not included in Form G, prepared by the resolution professional, which conceals almost 30% of assets. Email exchanges wherein Ajmera, Memani, and Thomas were discussing the Form G strategy also formed part of the counter affidavit, which also amounted to deliberate omission.
The court considered documented US bankruptcy cases against Epic, Tangible Play, Great Learning, and Tynker over the same Term Loan B debt, although it had, on May 21, ordered an outlawing of any alienation of foreign subsidiaries. This brought about questions regarding the reasons why parallel enforcement persisted and whether the protection order had been violated.
The court indicated that the IBBI conflict disclosures prepared by EY did not indicate any problems, although the company had previously been employed by Byju and GLAS. In India and the US, the company could have potentially recovered two times $1.43 billion, and it was requested that the SFIO and CBI investigate fraud in India. A related update on how the SC stays the Kerala HC order directing Byju’s RP, EY India Chairman, and GLAS Trust to appear.
Inside the Case File: What Kerala HC Already Has on Its Desk
A complete factual account is presently available to the court that Form G, which is prepared by Shailendra Ajmera, does not reflect any foreign subsidiaries valued at $1.42 billion. It possesses the Form G document, original valuations, and evidence of a suppression of 25-30% by experts. This omission is beyond dispute, which is why the court now wants to gain some clarification as to who authorized it. The court also bears unrefuted testimony of US bankruptcy filings against the same subsidiaries by filings and timelines of enforcement, which commenced after the May 21 protection order.
It also maintains conflict disclosure forms in which EY reported conflicts as nil, though there are engagement records of both Byju and GLAS. Coupled with this are the emails of coordination between Ajmera, Memani, and Thomas, dated and subject to the Form G strategy and enforcement in the US. The court must, therefore, know the nature of such coordination and who trained whom.
The period between May and November is chronologically accurate: protection order, US enforcement, omission of Form G, and further parallel enforcement. This implies that this is planned and not by chance. Ajmera does not disclose the assets, so Memani helps in keeping this, yet the court finds that there is a systemic trend that could not be attributed to a simple mistake, but now wants to be told how such a planned action came to be.
How GLAS, RP, EY Coordinated to Extract Maximum Value
Shailendra Ajmera was a key participant in the minimization of the transparency of assets at Byju Raveendran by not disclosing the value of foreign subsidiaries totaling $1.42 billion on Form G. This caused the perceived company value to be low, which discouraged bidders and diminished competition in the auction, which directly harmed Byju’s equity.
The effect was enhanced further when Rajiv Memani falsely reported that there were no conflicts, at the same time advising GLAS on claims and fundraising. This fight compromised the independence of the processes, and GLAS was preferred to the objective assessment, and even more disadvantageous to Byju.
Sunil Thomas sought a parallel US enforcement of the same assets, which he defended in the US, and made GLAS recover value without any notice, as reported in this United States bankruptcy court reversal of $1 billion damages against Byju Raveendran. The two claims regarding the foreign subsidiaries, totaling $1.42 billion, allowed GLAS to obtain both Indian and international recoveries without needing to adjust its claim of 11,432 crore in the Indian case.
Ajmera, Memani, and Thomas collaborated to give GLAS a systematic advantage by downplaying the Indian valuations of its assets, achieving a twofold recovery, and securing favorable claim terms. The $1.42 billion worth of foreign subsidiaries that Byju Raveendran had invested in were devalued, and the extraction was concealed in the US, which has had a direct adverse impact on his stake. He has counterclaimed $2.5 billion, which represents his losses of the asset suppression, conflict of interest, and double recovery, which represent the cumulative effect of misconduct.
Was This Deliberate or Accidental Mismanagement?
- Form G Omission: The allegation that $1.42 billion worth of subsidiaries had been inadvertently omitted is just not plausible. In fact, the US had planned to enforce these assets later. Evidence in emails indicates that in both August and September, there was a discussion of the Form G strategy, followed by continued enforcement in the US, showing that it was purposely sequenced and not by chance.
- EY Conflict: Marking previous GLAS work as nil must be deliberate. The positive action of marking nil in a range of types of conflicts implies that false disclosure is made deliberately to maintain the image of independence while colluding with the resolution professional.
- Parallel Enforcement: It is extremely unlikely that US enforcement would be forgotten among various entities, such as GLAS and US lawyers. The facts suggest that it was done intentionally to seek enforcement on an international level, which the Indian court cannot reach.
- Concealment Strategy: The fact that 3 parties concealed U.S enforcement during 18 months means no control, as opposed to systematic concealment.
- Timing Precision: There is meticulous timing for the protection order, enforcement, and filing of Form G, which indicates a strategic approach to the May-November timeline.
- Coordination Evidence: Email correspondence demonstrates that Ajmera, Memani, and Thomas coordinated their efforts with each other, aware of the roles and complementary actions of the others.
- Byju Raveendran’s Position: The omissions, coordination, and false disclosure patterns suggest intentional misconduct to extract as much GLAS as possible at the cost of Byju.
Impact on Indian Employees and Value Creation
The case highlights a more human and national issue, other than the legal and financial consequences of the case. Thousands of Indian teachers and product engineers, academic experts, and operation units had developed the intellectual property and the enterprise value over 10 years, which helped Byju succeed in its global growth.
It has been undermined in large part by what can be described as the supposed collusion of foreign lenders, advisors and enforcement bodies, coupled with what seems to be a weaponization of the IBC process. The sale of assets that were generated by Indian talent and labour raises the question of how foreign players took advantage of loopholes in the procedure and took excessive benefits out of the hands of the Indian staff, founders, and stakeholders.
Conclusion
The order of personal appearance by the Kerala High Court elevates the matter to a greater peak of paper filing and its sworn statement. The court already has in its reach extensive documentary evidence, including Form G valuations, email communications, US filings, and conflict disclosures, and all this put together builds a trail of non-disclosure, coordination, and potential doubling recovery. The testimony given on December 5 will be greatly used in determining whether or not the misconduct was intentional and whether to move on with regulatory criminal investigations. Provided that the evidence is sound, the case may shift the result of the insolvency of Byju and support the argument of substantial damages that is still pending in the court.