---
title: "Delhi HC Upholds BharatPe Unity SFB Veto | bharat.digital"
description: "A Division Bench dismissed Unity Small Finance Bank's appeal, holding that a planned authorised capital hike and MoA change stay blocked without prior..."
url: "https://bharat.digital/originals/bharatpe-delhi-hc-unity-sfb-veto-reserved-matters/index.md"
canonical: "https://bharat.digital/originals/bharatpe-delhi-hc-unity-sfb-veto-reserved-matters/"
published: "2026-11-06T14:50:00+04:00"
updated: "2026-11-06T14:50:00+04:00"
section: "Originals"
type: "startup"
author: "bharat.digital desk"
image: "https://bharat.digital/img/originals/bharatpe-delhi-hc-unity-sfb-veto-reserved-matters-auto-a19bda59-og.jpg"
language: "en-IN"
site: "bharat.digital"
---

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

*A Division Bench dismissed Unity Small Finance Bank's appeal, holding that a planned authorised capital hike and MoA change stay blocked without prior written consent from BharatPe parent RIPL and Centrum under their 2021 shareholders agreement.*

By bharat.digital desk. Startup, Startups & Fintech. Published 2026-11-06T14:50:00+04:00. 1 min read.

![Delhi High Court keeps BharatPe's veto over Unity SFB capital restructuring](https://bharat.digital/img/originals/bharatpe-delhi-hc-unity-sfb-veto-reserved-matters-auto-a19bda59-hero.webp)

## At a glance

- Company: BharatPe (Resilient Innovations) / Unity Small Finance Bank
- What it does: Shareholder governance dispute over reserved matters and capital restructuring at BharatPe-backed Unity Small Finance Bank
- Based in: New Delhi
- Latest: Delhi HC Division Bench dismisses Unity SFB appeal; upholds interim bar on Agenda Item 18 without RIPL and Centrum consent
- Date: 2026-11-05

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.

## Sources

1. [Inc42: Delhi HC Upholds BharatPe's Veto Rights In Unity SFB Shareholding Dispute](https://inc42.com/buzz/delhi-hc-upholds-bharatpes-veto-rights-in-unity-sfb-shareholding-dispute/)
2. [Asianet Newsable / ANI: BharatPe Welcomes Delhi High Court Ruling in Unity Bank Dispute Case](https://newsable.asianetnews.com/business/bharatpe-welcomes-delhi-high-court-ruling-in-unity-bank-dispute-case-articleshow-w465un8)
3. [Lokmat Times / ANI: Delhi High Court Upholds BharatPe's Shareholder Rights, Dismisses Unity Bank's Appeal](https://www.lokmattimes.com/business/delhi-high-court-upholds-bharatpes-shareholder-rights-dismisses-unity-banks-appeal-a001-w01/)

Written by the bharat.digital desk from the sources above. Figures are as reported by those sources.