NCLAT dismisses appeal of Byju’s RP in Aakash shareholding dispute

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 Think & Learn Pvt Ltd (TLPL/BYJU’S), in the ongoing boardroom dispute with Aakash Educational Services Ltd (AESL).

The Appellate Tribunal ruled that the April 30, 2025 order of the National Company Law Tribunal (NCLT), Bengaluru — which directed parties to maintain status quo in TLPL’s shareholding in AESL — was “interlocutory in nature” and “consensual”, making it unfit for appellate review.

[Note: An interlocutory order is a temporary or procedural ruling issued during the pendency of a case. It does not decide final rights but regulates proceedings until a full hearing.]

Appearing for Aakash ESL on June 2, 2025, Senior Counsel E Om Prakash, along with advocate R. Chandrachud, argued that Ajmera’s appeal was not maintainable in law, as the impugned order was passed with the consent of all parties. They also questioned the maintainability of the original petition filed by the RP and his locus standi to seek such relief.

It was specifically highlighted that the interim arrangement had been recorded by the Karnataka High Court on April 8, 2025, with the consent of all stakeholders — including Ajmera and GLAS Trust Company. The High Court had at the time set aside NCLT’s March 27, 2025 interim order, which had been passed without hearing AESL and the Manipal Group, AESL’s single largest shareholder, and remanded the matter for a fresh hearing on April 30.

Senior counsels Arun Kathpalia and Dhyan Chinappa, along with advocate A.R. Ramanathan representing the Manipal Group, submitted that the appeal was malafide and misleading. They pointed out that the RP had already failed to overturn the High Court’s April 8 arrangement before the Supreme Court, which on May 2, 2025, also took note of the NCLT’s April 30 interim order. The RP’s appeal before the NCLAT, they argued, effectively sought to enhance an arrangement already accepted by both the High Court and Supreme Court.

The NCLAT Bench, comprising Justice Sharad Kumar Sharma and Technical Member Jatindranath Swain, upheld the arguments made on behalf of AESL and Manipal Group, reaffirming that the April 30 order — which bars dilution of BYJU’S 25% stake in AESL — was interlocutory and based on party consent, and hence not subject to appellate intervention at this stage.

The matter now returns to the NCLT Bengaluru, where a full hearing is scheduled on interim reliefs sought by the RP and on AESL’s plea seeking to either dismiss the Company Petition as not maintainable or implead Ernst & Young and one of its partners for alleged conflict of interest.

The outcome could reshape the control dynamics of one of India’s largest test-prep brands — and may set a precedent for how professional advisory roles are evaluated in contested M&A and insolvency-linked cases.

Key issues now before the NCLT include:

• Whether the interim arrangement should continue;
• Whether EY should be made a party, given its advisory role to all three entities — TLPL, AESL, and Manipal Group;
• Whether the Company Petition filed by the RP under Sections 241–242 is maintainable, considering TLPL’s ongoing insolvency.

This case could evolve into a landmark on fiduciary norms, conflict of interest standards, and shareholder rights in stressed asset transactions.

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Timeline: The BYJU’S–AESL Boardroom Dispute

Date	Event
2021	BYJU’S acquires Aakash Educational Services Ltd in a ~$1 billion deal
April 2023	AESL issues debentures worth ₹2,000 crore, purchased by Davidson Kempner (DK) with consent of all shareholders, including TLPL
November 2023	Manipal Group acquires the debentures from DK
January 2024	Manipal Group converts debentures into equity, becoming AESL’s largest shareholder
March 27, 2025	NCLT Bengaluru grants interim relief in favour of RP without hearing AESL or Manipal
April 8, 2025	Karnataka High Court sets aside NCLT’s order, records a consensual non-dilution undertaking from AESL, and remands matter to NCLT
April 30, 2025	NCLT reaffirms interim position; no dilution of BYJU’S 25% stake till next hearing
June 1, 2025	AESL files for impleadment of EY, citing advisory conflict
June 6, 2025	NCLAT dismisses RP’s appeal, finds April 30 order interlocutory and consensual
Next Hearing	NCLT Bengaluru to hear arguments on interim relief and AESL’s impleadment application

Also See: Aakash says EY has ‘serious conflict of interest’ in ongoing insolvency case against Byju’s