Delhi HC: BharatPe Seeks Injunction in Centrum Unity Bank Warrants Dispute

• Resilient Innovations, BharatPe's parent, has approached the Delhi High Court seeking interim protection regarding Unity Small Finance Bank warrants.
• The petition, filed under Section 9 of the Arbitration and Conciliation Act, 1996, targets JBCG Advisory Services, Centrum Financial Services, and Unity Small Finance Bank.
• Resilient alleges unauthorized transfers and encumbrances of Series 1 and Series 2 warrants, potentially impacting its 49% stake in Unity Bank.
• Justice Tushar Rao Gedela issued notice on September 9, 2026, requesting replies from the respondents within two weeks.
• The dispute involves significant financial transactions, including the alleged pledge of 8 crore Series 2 warrants for ₹200 crore and transfers at varying prices.

The petition seeks crucial interim protection against alleged unauthorized transfers and encumbrances of these financial instruments, aiming to prevent potential stake dilution within Unity Small Finance Bank.

Resilient Innovations Private Limited, the parent company of BharatPe, has recently initiated legal proceedings in the Delhi High Court concerning alleged unauthorized transfers and encumbrances involving warrants issued by Unity Small Finance Bank. The company's plea seeks crucial interim protection against these actions, which it contends could lead to an unwarranted dilution of its stake in the bank. This significant `BharatPe Centrum Unity Bank warrants Delhi HC` dispute highlights complex corporate shareholding arrangements.

The petition, filed under Section 9 of the Arbitration and Conciliation Act, 1996, names JBCG Advisory Services Private Limited, Centrum Financial Services Limited, and Unity Small Finance Bank as respondents. Justice Tushar Rao Gedela of the Delhi High Court issued notice on the matter on September 9, 2026, granting the respondents two weeks to submit their replies. Resilient Innovations will then have three days to file a rejoinder, with the case scheduled for further consideration on October 1, 2026.

At the heart of the `Unity Small Finance Bank warrants dispute` is the ownership structure of Unity Bank, where Centrum holds a 51 percent stake, and BharatPe, through Resilient Innovations, holds the remaining 49 percent. The legal challenge underscores the importance of safeguarding shareholder interests in joint ventures and regulated financial entities.

Resilient Innovations has brought forth specific allegations regarding the handling of Series 1 and Series 2 warrants. The company claims that JBCG Advisory Services transferred approximately 6.74 crore Series 1 warrants and four crore Series 2 warrants without proper authorization. Furthermore, it is alleged that both JBCG and Centrum created encumbrances over around 15 crore Series 1 warrants and 16.92 crore Series 2 warrants, all purportedly without obtaining Resilient's essential prior written consent.

A key transaction cited in the petition involves the alleged pledge of eight crore Series 2 warrants by JBCG in favor of Vistra ITCL (India) Limited, acting as a trustee for UTI Alternatives. Resilient Innovations asserts that JBCG raised approximately ₹200 crore against these pledged warrants and subsequently transferred four crore warrants to various schemes managed by UTI Alternatives. These actions form a central part of the `JBCG Advisory Services warrant transfer` allegations.

The petition also details significant discrepancies in warrant pricing. BharatPe alleges that Centrum initially subscribed to these warrants at a mere Re 0.01 per warrant. Subsequently, Centrum reportedly transferred 50 crore warrants to JBCG at Re 0.16 each. Resilient Innovations further claims to have reasonable belief that JBCG later offered these same warrants at a substantially higher price, estimated around ₹26 each. These allegations of unauthorized dealings and price manipulation are yet to be formally adjudicated by the court.

The `Resilient Innovations Delhi High Court` filing under `Section 9 Arbitration and Conciliation Act 1996` seeks comprehensive interim injunctions to protect its interests. Resilient has requested that JBCG and Centrum, along with any parties acting on their behalf, be restrained from transferring, offering, marketing, or creating any encumbrance over the Series 1 and Series 2 warrants of Unity Small Finance Bank without its explicit prior written consent. Additionally, the petition seeks directions to prevent Unity Small Finance Bank from registering, recording, or giving effect to any transfer or encumbrance involving these disputed warrants.

Beyond injunctive relief, Resilient Innovations is also seeking full disclosure of all particulars related to the warrants. This includes details of their current holders, the exact number and series of warrants held by each, specifics of any transfers, the consideration paid, approvals obtained, and any encumbrances created. This comprehensive request aims to bring transparency to the alleged dealings. The current `Justice Tushar Rao Gedela interim injunction` proceedings follow an earlier Section 9 application before the Delhi High Court in July, which concerned the conversion of Series 1 warrants and resulted in interim relief being granted.

In parallel with the court proceedings, Resilient Innovations formally invoked arbitration on August 11, nominating former Supreme Court judge Justice Vineet Saran as its nominee arbitrator. This dual approach underscores the company's commitment to resolving the `Unity Bank stake dilution dispute` through both judicial and arbitral mechanisms.

This case highlights the critical importance of securing interim protection under Section 9 of the Arbitration and Conciliation Act against alleged unauthorized transfers and encumbrances of financial instruments like warrants. For companies involved in corporate finance, mergers and acquisitions, or complex shareholding arrangements, the strategic use of such applications is vital to safeguard client interests and prevent irreversible changes to ownership structures.

The allegations of unauthorized warrant transfers and encumbrances, particularly given the significant financial sums and the potential for `Unity Bank stake dilution dispute`, underscore the need for stringent oversight and adherence to consent clauses in joint ventures. The outcome of this case could set a precedent for how similar disputes involving financial instruments and shareholder rights are addressed in India's legal landscape. The court's decision on the requested interim injunctions will be closely watched by industry observers, as it could significantly impact the control and valuation of Unity Small Finance Bank.

This case highlights the critical importance of securing interim protection under Section 9 of the Arbitration Act against alleged unauthorized transfers and encumbrances of financial instruments like warrants. Lawyers advising on corporate finance, M&A, or arbitration should note the strategic use of such applications to safeguard client interests and prevent irreversible stake dilution in complex shareholding arrangements.

Source: Reporting based on recent legal developments.