NCLAT rejects Byju's plea on Aakash shareholding status quo directive

The appellate tribunal said the NCLT order was a consensual interlocutory directive that did not determine rights, and thus no interference was warranted at this stage

The National Company Law Appellate Tribunal (NCLAT) has dismissed a petition filed by the resolution professional (RP) of Think & Learn Pvt Ltd (TLPL), the parent firm of edtech major Byju’s, which had challenged a National Company Law Tribunal (NCLT) order directing the maintenance of status quo in the shareholding of Aakash Educational Services Ltd (AESL).

 

A two-member Bench of the appellate tribunal, comprising Justice Sharad Kumar Sharma and technical member Jatindranath Swain, said the NCLT’s order was a “consensual” and “interlocutory” direction, and did not warrant appellate intervention at this stage. 

 

“Since the impugned order takes the shape of an interlocutory order, which is not deciding any of the rights of the parties, coupled with the fact that the order takes the shape of a consenting order, no interference is called for,” the Bench noted.

 

Aakash shareholding row linked to equity raising

 

The dispute stems from equity fundraising plans by AESL, in which TLPL holds a 25 per cent stake. TLPL’s RP moved the NCLAT after the NCLT's Chennai Bench passed an interim order on March 27 directing the maintenance of status quo in the company's shareholding structure.

 

A challenge to this order by AESL led to a Karnataka High Court judgment on April 8, which set aside the NCLT’s interim directive and remanded the case for fresh hearing. At the NCLT’s subsequent hearing on April 30, TLPL’s counsel Abhinav Vasisht argued that the company’s stake was being diluted despite the previous directive and raised concerns over hypothecation of AESL assets and alterations to the Articles of Association that protected TLPL’s interests.  Also Read: Aakash Educational moves NCLT to implead EY in edtech firm Byju's dispute    

Due to the complexity of the submissions and the court’s approaching summer break, the NCLT passed a consent order maintaining the current shareholding pattern until TLPL’s application for interim relief could be fully heard.

 

Challenging this consent order, TLPL’s RP approached the NCLAT. However, the appellate tribunal ruled that the directive was non-final and did not infringe upon substantive rights. “Thus, the instant Company Appeal (AT) (CH) No. 68 / 2025 lacks merits and the same is accordingly dismissed,” the order stated.

 

The development is the latest in a series of legal entanglements involving Byju’s. The Supreme Court has admitted the pleas but stayed the NCLT proceedings against them, directing parties to maintain status quo for two weeks pending further hearings.

 

In a separate ruling in April, the NCLAT had also set aside a settlement agreement involving the Board of Control for Cricket in India (BCCI) and Byju’s investor Riju Raveendran, indicating deeper scrutiny into corporate governance at the embattled edtech firm.