NEW DELHI: Education technology start-up Think and Learn Pvt Ltd, which operates under Byju’s brand name, has sent a legal notice to founders of Aakash Educational Services following their alleged resistance to complete a share swap that was unconditionally agreed as part of the sale of Aakash Educational Services Ltd (AESL), sources said.

In 2021, Byju’s acquired 33-year-old brick-and-mortar coaching centre AESL for nearly $940 million in a cash and stock deal. Post deal, TLPL owned 43 per cent while its founder Byju Raveendran another 27 per cent. Founder Chaudhry’s family maintains about 18 per cent in AESL and Blackstone the remaining 12 per cent.

The deal envisaged AESL merging with TLPL as it was more tax efficient for the seller Chaudhrys.

However, due to delays in the proposed merger by the National Company Law Tribunal (NCLT), TLPL has invoked the unconditional fallback agreement and issued a notice to Chaudhrys, requesting the execution of the swap deal.

But the minority shareholders have declined to swap their equity holding in AESL with the firm’s parent TLPL, three sources aware of the matter said.

Around 70 per cent of the 2021 acquisition was made in cash, and the rest was meant to be adjusted against the equity of TLPL.

Sources said Blackstone and the Chaudhry family have written to Byju’ in the last few weeks, declining to comply with a TLPL notice sent in March to execute the share swap as per the original agreement.