NCLAT Dismisses Byju's Resolution Professional's Petition on Aakash Shares Row

The National Company Law Appellate Tribunal (NCLAT) has dismissed a plea filed by the Resolution Professional (RP) of Think & Learn Pvt Ltd (TLPL), which owns the edtech brand Byju’s. The appeal challenged an earlier directive by the National Company Law Tribunal (NCLT) that had ordered maintaining the status quo in TLPL’s shareholding in Aakash Educational Services.

Interim Status Quo Order from NCLT

On March 27, 2025, the NCLT had issued an interim order directing that no changes be made to the shareholding pattern of Aakash Educational Services. TLPL holds a 25% stake in the company. The order came in the context of an ongoing insolvency proceeding and concerns around equity fundraising plans by Aakash.

Karnataka High Court Involvement

Aakash Educational Services contested the NCLT’s order before the Karnataka High Court. On April 8, 2025, the High Court set aside the NCLT directive and sent the case back to the insolvency tribunal for further consideration.

Allegations of Shareholding Changes

During the follow-up hearing on April 30, 2025, senior counsel Abhinav Vasisht, representing the RP of TLPL, told the NCLT that there were ongoing changes in shareholding despite the earlier directive. He also raised concerns that key assets of Aakash had been hypothecated and that changes were made to the Articles of Association, which previously protected TLPL’s interests.

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NCLT Passes Consent Order

The NCLT stated that interim relief could not be granted immediately due to the need for more detailed arguments and the upcoming summer vacation. However, it issued a consent-based order stating that TLPL’s stake in Aakash should not be diluted until the next hearing.

NCLAT Decision

The RP appealed this consent order before the NCLAT. A two-member bench concluded that the NCLT’s directive was interlocutory in nature and consensual, and therefore did not warrant intervention. The appeal was dismissed on these grounds.

As of now, the status quo on TLPL’s 25% stake in Aakash remains in place. The matter is still pending further hearings before the NCLT.

Conclusion

The NCLAT has upheld the NCLT’s direction to maintain the existing shareholding structure in Aakash Educational Services. TLPL’s 25% stake remains protected for now, with the matter awaiting further hearings before the NCLT.

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