Delhi High Court Issues Notice on BharatPe's Plea to Freeze Unity Bank Warrant Transfers

The Delhi High Court on September 9 issued notice on a fresh petition filed by Resilient Innovations Private Limited, the parent company of fintech firm BharatPe, seeking to restrain the transfer and encumbrance of warrants issued by Unity Small Finance Bank. Justice Tushar Rao Gedela, however, did not grant any interim relief at this stage and listed the matter for consideration on October 1, 2026.

A Second Front in the Centrum Dispute

The petition under Section 9 of the Arbitration and Conciliation Act, 1996 is the latest salvo in an ongoing dispute between BharatPe and Centrum Financial Services over Unity Small Finance Bank. Centrum holds 51% stake in the bank while BharatPe's parent holds 49%. The bank was set up in 2021 after a consortium of Centrum and BharatPe took over the collapsed Punjab and Maharashtra Cooperative Bank, with BharatPe contributing approximately ₹746 crore towards depositor repayment.

At the heart of the current petition are warrants allotted to Centrum in November 2021. BharatPe alleges that JBCG Advisory Services, a Centrum affiliate, transferred around 6.74 crore Series 1 warrants and 4 crore Series 2 warrants, and that both JBCG and Centrum created encumbrances over 15 crore Series 1 and 16.92 crore Series 2 warrants without obtaining BharatPe's prior written consent as required under the Shareholders' Agreement dated October 26, 2021.

Specific Allegations of Unauthorised Transactions

The petition highlights a particular transaction where JBCG allegedly pledged 8 crore Series 2 warrants to Vistra ITCL (India) Limited, acting as trustee for UTI Alternatives, raising approximately ₹200 crore. JBCG is said to have subsequently transferred 4 crore of those warrants to schemes of UTI Alternatives.

BharatPe also points to the price disparity: Centrum subscribed to the warrants at Re 0.01 each, later transferred 50 crore warrants to JBCG at Re 0.16 each, and BharatPe "reasonably believes" JBCG offered them onward at around ₹26 each.

Relief Sought and Court's Order

BharatPe has sought an interim injunction restraining JBCG and Centrum from transferring, marketing, or creating any encumbrance over the warrants without its prior written consent. It also seeks to restrain Unity Bank from registering or giving effect to any such transfer, and from acting on a September 2025 circular resolution of its Stakeholders Relationship Committee revising the process for transfer of securities. Additionally, BharatPe has sought complete disclosure of warrant holders, transfer details, and encumbrances.

The court allowed several procedural applications filed by the petitioner, including permission to file additional documents, extension of time to file a certificate under the Bharatiya Sakshya Adhiniyam, and exemption from filing clearer copies of documents. Notice was issued on the main petition, and the respondents were granted two weeks to file replies, with the petitioner having three days thereafter for rejoinder.

No Interim Relief Granted

Notably, the court did not pass any ad-interim order on the substantive relief sought. The matter will be heard further on October 1, just weeks before the warrants are reported to lapse by the end of October 2026, lending urgency to the proceedings.

Background of Arbitration

BharatPe invoked arbitration on August 11, nominating former Supreme Court judge Justice Vineet Saran as its nominee arbitrator. The present petition follows an earlier Section 9 proceeding in July where the Delhi High Court restrained the respondents from proceeding with a proposal to increase Unity Bank's authorised share capital and amend its memorandum to facilitate warrant conversion, holding that such action fell within "Reserved Matters" under the Shareholders' Agreement.

What Lies Ahead

The legal question is whether the transfer and encumbrance of warrants also fall within the protected zone of the Shareholders' Agreement. The court's decision on October 1 will determine whether interim protection is granted pending arbitration. The outcome will have significant implications for minority shareholder rights in joint venture agreements.

Case Details : Resilient Innovations Private Limited v. JBCG Advisory Services Private Limited and Others, O.M.P.(I) (COMM.) 369 of 2026, before Justice Tushar Rao Gedela, Delhi High Court. Order dated September 9, 2026. Next hearing: October 1, 2026.