The Delhi High Court has restrained Unity Small Finance Bank from taking up a proposal to increase its authorised share capital without BharatPe’s written consent, granting interim relief to the fintech company in its shareholder dispute with Centrum Financial Services.
The proposal sought to raise Unity SFB’s authorised share capital from Rs 4,000 crore to Rs 4,900 crore and amend its memorandum of association to allow the conversion of certain warrants into compulsorily convertible preference shares. The warrants are due to expire in October 2026, making the timing of the dispute material for the bank’s capital structure and shareholder alignment.
BharatPe, through its parent Resilient Innovations, holds a 49% stake in Unity SFB, while Centrum Financial Services holds the majority stake. The bank was formed after the Centrum-BharatPe consortium received a small finance bank licence in 2021 and took over parts of the troubled Punjab and Maharashtra Cooperative Bank structure. The ownership arrangement has remained strategically important for BharatPe because the Unity stake is one of its most valuable non-core assets and has previously been linked to monetisation plans.
The court’s interim order centres on whether the share-capital proposal falls within matters requiring BharatPe’s consent under the shareholders’ agreement. The dispute also turns on the treatment of warrants authorised in October 2021, their possible conversion, and the effect that conversion could have on shareholding and control. BharatPe has reportedly withheld consent for the capital increase multiple times over the past year.
The matter is important for India’s fintech and banking ecosystem because it sits at the intersection of startup ownership, regulated banking capital, shareholder rights and financial-sector governance. Small finance banks operate under Reserve Bank of India oversight and require sufficient capital to expand lending, deposits and branch operations. At the same time, any change that affects voting rights, dilution or shareholder control can become contentious when the bank is backed by two strategically different owners.
The dispute remains sub judice, and an out-of-court settlement remains possible before the warrants expire. The matter is listed for hearing on October 28. Until then, the court’s restraint limits the bank’s ability to move forward with the specific authorised-capital proposal without BharatPe’s approval, while leaving room for other board matters to proceed.
For BharatPe, the order preserves its consent rights in a high-value financial asset. For Unity SFB, the outcome will shape how it navigates capital planning, warrant conversion and promoter coordination in the months ahead.
