##PAGE1##

* IN THE HIGH COURT OF DELHI AT NEW DELHI Judgment reserved on : 1 September 2026 Judgment pronounced on : 05 November 2026 # CNR No. DLHC010385462026 + FAO(OS) (COMM) 221/2026, CM APPL. 55533/2026 & CM APPL. 55534/2026 UNITY SMALL FINANCE BANK .....Appellant Through: Mr Mukul Rohtagi, Sr. Adv. with Mr. Sanjay Gupta, Mr Ateev Mathur and Ms. Jagriti Ahuja, Advs.

versus RESILIENT INNOVATIONS PVT LTD AND ORS .....Respondents Through: Mr. Gopal Subramanium and Mr. Amit Sibal, Sr. Advocates with Mr. Mohit Goel, Mr. Anuj Berry, Mr. Sidhant Goel, Ms. Aishna Jain, Mr. Ishaan Pratap Singh, Mr. Pawan Bhushan, Mr. Shashwat Mukherjee, Mr. Suradish Vatts, Mr. Siddhant Juyal, Ms. Ramyani Sood, Mr.

Darpan Sachdeva, Advs. for R-1 Mr. Sandeep Sethi, Sr. Adv. with Mr Ajay Monga and Mr. Amol Sharma, Advs.for R-2 Mr. Raj Shekhar Rao Sr Adv. with Mr. Ashish Agarwal and Mr. Nalin Dhingra Adv. for R-3 CORAM:

HON'BLE MR. JUSTICE C. HARI SHANKAR HON'BLE MR. JUSTICE VINOD KUMAR

JUDGMENT

% 05.11.2026 C. HARI SHANKAR, J.

##PAGE2## ##PAGE3##

A. A Prefatory Note

1. The appellant Unity Small Finance Bank, “Unity” hereinafter challenges judgment dated 24 July 2026, whereby a learned Single Judge has issued notice in OMP (I) (Comm) 293/2026, filed by Resilient Innovations Pvt Ltd, “Resilient” hereinafter, Respondent 1 herein, under Section 9 of the Arbitration and Conciliation Act, 1996, Signature Not Veri 3 f i“etdhe 1996 Act" hereinafter, returnable on 28 October 2026, and has, in the meanwhile, restrained Unity from tabling, considering, deliberating or approving the Resolution proposed in Agenda Item 18, proposed to be tabled in the next Board meeting of Unity which was, scheduled for 25 July 2026.

2. The impugned order is, therefore, purely ad interim in nature.

3. We, therefore, suggested to learned Counsel for Unity that, as the learned Single Judge is yet to render a final view in OMP (I) (Comm) 293/2026, we could, instead of providing our views in the matter, advance the hearing before the learned Single Judge with a request to finally decide the OMP on a date to be fixed by us, uninfluenced by the impugned judgment.

##PAGE4##

4. Our suggestion did not, however, find favour with Unity or with Respondent 2 Centrum Financial Services Ltd, “Centrum” hereinafter, though Resilient was agreeable to it.

5. We, therefore, heard arguments on the merits of the impugned decision of the learned Single Judge, and proceed to provide our view thereon.

6. The principal dramatis personae are, therefore, Unity, Resilient and Centrum. B. The lis

7. Though facially complex, the controversy is, in essence, simple. 8. The dispute turns round Clauses 5.2, 6.11(d) and 8 of a Share Holders Agreement⁵ dated 26 October 2021, to which Unity, Resilient and Centrum are privy, which reads thus:

“5.2 In case of requirement of additional capital for the operation of the Company beyond the Initial Investment, further Securities may be issued by the Company subject to provisions of the Business Plans and Clause 8 (Reserved Matters). Any issue of Securities to Persons other than the Promoter or RIPL and/or their respective Affiliates shall require the consent of Centrum and RIPL.”

##PAGE5##

*****

“6.11 Quorum (d) It being understood and agreed by the Company and Shareholders that no Reserved Matters shall in any event be taken up for discussion or approved by the Directors at the Initial Board Meeting and/ or Adjourned Board Meeting or otherwise, without a written consent from the Centrum and RIPL in accordance with Clause 8 (Reserved Matters).”

*****

“8. Notwithstanding anything contained in this Agreement or the Memorandum and Articles, the Company shall not take any decisions or action in respect of the Reserved Matters (whether through the Board, Committee, Shareholders, employees or officers of the Company), unless such action or decision has been approved (by way of an affirmative vote or prior written consent) by at least 1 (one) representative from each of Centrum and RIPL. In orde