NCLAT dismisses appeal by Think & Learn RP in Aakash shareholding row

NCLAT refuses to interfere with interim order in Aakash shareholding case, saying it was consensual and interlocutory; matter returns to NCLT Bengaluru for hearing

The National Company Law Appellate Tribunal (NCLAT) on Thursday dismissed an appeal filed by Shailendra Ajmera, a partner at Ernst & Young and the Resolution Professional (RP) of edtech company Think & Learn Pvt Ltd (TLPL/Byju’s), in its ongoing battle with Aakash Educational Services Ltd (AESL).

 

The Appellate Tribunal held that the 30 April 2025 order of the NCLT Bengaluru, which directed parties to maintain the status quo in respect of TLPL’s shareholding in AESL, was “interlocutory in nature” and “consensual”, and therefore not fit for appellate review.

 

An interlocutory order is a temporary or procedural ruling issued by a court during the pendency of a case. It does not decide the final rights of the parties but helps regulate proceedings until a full hearing can take place.

 

E Om Prakash, Senior Counsel with R Chandrachud, Advocate for AESL in the hearing on 2 June 2025 before NCLAT, had argued that Ajmera’s appeal was bad in law and not maintainable, as the impugned order was an interim order passed with consent of parties and that the O&M petition filed by the RP was itself not maintainable and he had no locus to seek reliefs in the nature prayed in his petition.

 

It was specifically pointed out that the interim arrangement had been passed by the High Court of Karnataka on 8 April 2025 with the consent of all stakeholders — including Ajmera himself and GLAS Trust Company — when the High Court had set aside the 27 March 2025 interim order of NCLT Bengaluru on the ground that it was passed without hearing AESL and Manipal Group, the single largest shareholder of AESL. The High Court had remitted the matter to NCLT Bengaluru for hearing on 30 April 2025.

 

Arun Kathpalia and Dhyan Chinappa, Senior Counsels with A R Ramanathan, Advocate appearing for Manipal Group, had argued that the appeal was mala fide and misleading, as the RP had already failed in his attempt before the Supreme Court to dislodge the said interim arrangement as ordered on 8 April 2025 by the High Court of Karnataka. The Supreme Court had on 2 May 2025 also taken note of the interim order dated 30 April 2025 of NCLT Bengaluru. The RP, by way of the appeal in the NCLAT, was seeking enhancement of the interim order passed in terms of the interim arrangement ordered by the High Court and as approved by the Supreme Court.

 

The NCLAT Bench, comprising Justice Sharad Kumar Sharma and Technical Member Jatindranath Swain, accepting the submissions made on behalf of AESL and Manipal Group, held that the 30 April interim order — which directed that there should be no dilution of TLPL/Byju’s 25 per cent shareholding in AESL — was “interlocutory in nature” and passed with the consent of all parties, and therefore not open to appeal at this stage.

 

The matter now returns to NCLT Bengaluru, where it is slated for a full hearing on interim reliefs sought to be urged on behalf of the RP and AESL’s application to either dismiss the petition as not maintainable or implead Ernst & Young (EY) and one of its partners to respond for alleged conflict of interest.

 

A decision on these matters could reshape the control structure of one of India’s largest test prep brands — and set a precedent for how professional advisory roles are scrutinised in contested M&A disputes, according to legal experts.