Delhi High Court keeps BharatPe's veto over Unity SFB capital restructuring

On 5 November 2026, a Delhi High Court Division Bench of Justices C Hari Shankar and Vinod Kumar dismissed Unity Small Finance Bank's appeal against an earlier interim order. The bench left in place a restraint that stops the bank from tabling, discussing or approving Agenda Item 18 at a board meeting without prior written consent from BharatPe parent Resilient Innovations Private Limited (RIPL) and Centrum Financial Services.

Agenda Item 18 sought to raise Unity SFB's authorised share capital from Rs 4,000 crore to Rs 4,900 crore by creating additional preference shares, and to amend the bank's Memorandum of Association to enable that issuance. RIPL argued the move sat inside Reserved Matters in the October 2021 shareholders agreement and could dilute its stake from about 49 percent toward 21 percent if warrant linked restructuring proceeded without consent.

Reporting from Inc42 and ANI aligned filings say the court rejected Unity's claim that seeking reserved matter consent had been an inadvertent error, calling that line an argument of desperation. The bench also held that the Reserve Bank of India had not objected to the SHA, and that a non obstante clause in the agreement meant reserved matter consent could not be brushed aside by pointing only at the Articles of Association.

BharatPe welcomed the ruling and said the board must follow the court's directions in letter and spirit, keep independent judgment, and apply the 2021 joint venture governance framework consistently for all shareholders. The dispute remains interim in nature; the wider arbitration and final merits are still ahead, but for now Unity cannot push the contested capital agenda without RIPL and Centrum's written nod.