NCLT orders status quo on Aakash Institute's shareholding

The National Company Law Tribunal (NCLT) on Thursday ordered status quo on the shareholding of Aakash Education Services Limited (Aakash Institute) on a plea filed by the Resolution Professional of Byju's (Think and Learn Private Limited)..A coram of Judicial Member Sunil Kumar and Technical Member Radhakrishna Sreepada held, "At this preliminary stage, as a measure of fair assessment, to balance the interest of the parties and to avoid the issues between the parties to further complicate, the Respondents are directed to maintain status-quo in respect of their shareholding of the Respondent No.1 Company as on date, till the next date of hearing."The case has now been listed for hearing on April 30. .Aakash Institute founder moves NCLT against changes to AoA.Aakash Institute is facing legal challenges over an attempted amendment to its Articles of Association (AoA).Blackstone-backed Singapore Topco, a shareholder in Aakash, opposed the amendment, fearing it would significantly dilute its 6.8% stake. This stemmed from a merger agreement with Byju's through which Topco acquired its shares.Glas Trust, which is one of Byju's lenders, also raised concerns, arguing that the amendment was a move by former Byju's management to dilute the company's valuable stake in Aakash. Glas Trust emphasised that Aakash is a crucial asset for Byju's.Aakash defended the amendment, stating it was necessary to secure funding for the company. Manipal Systems is currently the largest stakeholder in Aakash..The NCLT had initially restrained Aakash from implementing the amendment. However, the Karnataka High Court subsequently stayed the NCLT order, allowing Aakash to proceed.Singapore Topco challenged the High Court's authority to intervene in the matter before the Supreme Court, which then directed Aakash to halt the implementation and approach the National Company Law Appellate Tribunal (NCLAT) for resolution.The NCLAT refused to modify the stay order and directed Manipal Systems and Aakash to file an application for vacation of stay before the NCLT instead.Aakash subsequently filed a petition in the NCLT to vacate the stay. However, Singapore Topco chose to withdraw its objection today, before the NCLT could adjudicate on the issue.A batch of appeals are currently pending in the NCLAT Chennai over this issue. .Senior Advocate Ravi Kadam, who appeared for Byju's, sought urgent interim relief, arguing that its rights under the Merger Framework Agreement and Fallback Agreement were being violated.He contended that Byju's had invested ₹2,000 crore in Aakash and was earlier protected under an NCLT order passed on November 20, 2024 filed by Blackstone (Singapore Topco). However, after Blackstone withdrew its petition on February 24, 2025, Byju's interests were left exposed.Kadam also alleged that Blackstone Group had sold its stake in Aakash to an entity of the Manipal Group in violation of the Merger Framework Agreement..Counsel for the respondents opposed the plea, raising issues of maintainability. They argued that the RP was not a party to the earlier proceedings and that the ground realities had since changed. According to them, granting interim relief at this stage would amount to restoring the status quo ante without giving them a fair opportunity to present their case.They sought time to file a response to the plea..The NCLT initially adjourned the matter before the lunch break, before passing the status quo order later.Senior Advocate CK Nandakumar, who appeared for Aakash, told the Tribunal that he was under the impression that the matter was being adjourned and an order was not going to be passed. He thus offered to commence his arguments.However, the coram told him that they had already signed a copy of the order..Kadam was briefed by Advocates Pooja Mahajan, Arveena Sharma, Harikrishna Pramod, Ichchha Kalash and Samridhi from Chandhiok and Mahajan. .Nandakumar was briefed by Advocates Chandrachud and Shyam Sunder..Manipal was represented by Senior Advocate Dhyan Chinnappa with Advocates Varun S and Anmol Tayal..Senior Advocate Haripriya Padmanabhan and Advocate Aditi Shah represented Byju Raveendra..Other respondents were represented by Advocates P Chinnappa, Harsh Gupta, Arvind Krishna G and Nitesh Jain.