This is the second front BharatPe has opened in its dispute with Centrum over Unity Small Finance Bank. Having earlier obtained an interim order restraining a share-capital increase, its parent company now seeks to freeze any transfer of, or charge over, the bank’s warrants, which it says would dilute its stake in breach of the shareholders’ agreement. The Court has issued notice; it has not yet granted or refused the injunction sought.
New Delhi: The Delhi High Court has issued notice on a fresh petition under Section 9 of the Arbitration and Conciliation Act, 1996 filed by Resilient Innovations Private Limited, the parent of BharatPe, seeking to restrain any transfer of or encumbrance over the warrants of Unity Small Finance Bank without its prior written consent [Resilient Innovations Private Limited v. JBCG Advisory Services Private Limited and Others].
Justice Tushar Rao Gedela issued notice, granted the respondents up to two weeks to file their reply, and listed the matter for consideration on October 1, 2026. No interim order on the substantive relief has been passed at this stage.
What the petition seeks
The petition asks the Court for interim protection restraining the first and second respondents, and anyone acting through them, from transferring, or creating any encumbrance over, the warrants of the third respondent, whether described as Series 1 or Series 2 warrants, without the petitioner’s prior written consent, and in breach of specified clauses of a Shareholders’ Agreement dated October 26, 2021.
It further seeks to restrain the third respondent from registering or recording any such transfer or encumbrance in its records, or instructing any registrar or depository to give effect to it, and from acting on a circular resolution of its Stakeholders Relationship Committee, said to have been approved in September 2025, concerning a revision in the process for transfer of the bank’s securities, insofar as it relates to the warrants. The petition also seeks a direction that the respondents furnish, on affidavit, complete particulars of all warrants, including the identity of every holder, the details of every transfer and the consideration paid, and particulars of every encumbrance created.
The order of the day
The order itself is at an early stage. Alongside issuing notice on the main petition, the Court disposed of a set of procedural applications: permitting the petitioner to place additional documents on record under the Commercial Courts Act, granting three weeks to file the certificate required under Section 63(4)(c) of the Bharatiya Sakshya Adhiniyam, 2023 for electronic evidence, and allowing exemptions and extensions for filing clearer copies of documents and a lengthy list of dates and synopsis. Notice on the Section 9 petition was accepted on behalf of the respondents, with time to reply, and the matter was set down for consideration.
No ad-interim relief, of the kind the petition asks for, is recorded as having been granted on this date.
The background to the dispute
Unity Small Finance Bank was set up by a consortium of Centrum Financial Services and BharatPe’s parent Resilient Innovations, which received a small finance bank licence in 2021, and it subsequently took over the assets and liabilities of the collapsed Punjab and Maharashtra Cooperative Bank. Centrum holds the majority stake and BharatPe’s parent holds a minority, their relationship governed by the 2021 Shareholders’ Agreement.
The warrants at the centre of this petition are the same instruments that lie behind an earlier round of the dispute. In July 2026, in a separate Section 9 petition, the same Court restrained Unity Small Finance Bank, Centrum and JBCG Advisory Services from placing before the bank’s board a proposal to increase its authorised share capital and amend its memorandum of association to facilitate the conversion of those warrants, holding that the proposal fell within the “Reserved Matters” under the Shareholders’ Agreement and could not be taken up without the petitioner’s written consent. BharatPe’s concern, as recorded in the reporting of that matter, is that conversion of the warrants would substantially dilute its economic stake in the bank.
The present petition attacks the warrants from a different direction, targeting not their conversion but their transfer and encumbrance, and the record-keeping around them, again on the footing that these are controlled by the Shareholders’ Agreement.
Why it matters
Section 9 of the Arbitration Act allows a party to seek interim measures from a court before or during arbitration, and it has become the principal battleground in commercial shareholder disputes precisely because the arbitration itself takes time while the underlying assets can move quickly. What BharatPe’s parent is doing here is using that provision to build a fence around a specific asset, the warrants, on more than one side: having sought in July to block the corporate action that would convert them, it now seeks to block their transfer or encumbrance and to compel disclosure of who holds them and on what terms.
The legal question underlying both petitions is the reach of the “Reserved Matters” clause in the Shareholders’ Agreement, the contractual mechanism by which a minority shareholder secures a veto over decisions that would affect its position. In the July matter the Court took the prima facie view that a party which had bound itself to a procedure for capital changes had to follow that procedure or not act at all. Whether the transfer and encumbrance of warrants falls within the same protected zone is the issue the fresh petition raises, and it is one the Court has not yet ruled on.
Two cautions are worth stating plainly. This order decides nothing on the merits; it issues notice and fixes a date, and the relief sought remains exactly that, sought and not granted. And the arbitration that Section 9 is ancillary to will ultimately determine whether the shareholders’ agreement was breached at all. There is also a clock in the background, the warrants are reported to lapse by the end of October 2026, which gives the interim skirmishes an urgency the final arbitration may not be able to match, and which may be why the dispute is being fought so hard at the interim stage.
Case Title: Resilient Innovations Private Limited v. JBCG Advisory Services Private Limited and Others [O.M.P.(I) (COMM.) 369 of 2026]
Bench: Justice Tushar Rao Gedela, High Court of Delhi at New Delhi
Date of Order: September 9, 2026 | Next Listed: October 1, 2026
Appearances: Advocates Mohit Goel, Sidhant Goel and others for the petitioner. Senior Advocate Rajshekhar Rao with advocates for Respondent 1. Advocates for Respondent 2. Advocates for Respondent 3.
Status: Notice issued on the Section 9 petition. No interim relief granted on this date. Matter listed for consideration.