Bombay High Court
Optimus Financial Solution Private ... vs Gvfl Trustee Company Private Limited ... on 9 March, 2026
Author: Milind N. Jadhav
Bench: Milind N. Jadhav
2026:BHC-OS:5950
IAL.5834.2026.doc
Ajay
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
INTERIM APPLICATION (L) NO. 5834 OF 2026
IN
COMMERCIAL SUIT (L) NO. 5764 OF 2026
Optimus Financial Solution Private Limited .. Applicant
IN THE MATTER BETWEEN:
Optimus Financial Solution Private Limited .. Plaintiff
Versus
GVFL Trustee Company Private Limited
Trustee of GVFL StartUp Fund Trust and Ors. .. Defendants
....................
Mr. Janak Dwarkadas a/w. Mr. Zal Andhyarujina, Senor Advocates
a/w. Mr. Prathmesh Kamat, Mr. Shrey Sancheti, Mr. Shreni Shetty,
Ms. Nishka Shah, Mr. Shubham Naik and Mr. Carl Patel, Advocates
i/by ANB Legal for Applicant.
Mr. Navroz Seervai, Senior Advocate a/w. Mr. Pradeep Bakhru, Mr.
Jay Kansara, Ms. Vinisha Jain and Ms. Sarejeta Datta, Advocates
i/by Wadia Ghandy & Co. for Defendant No.1.
Mr. Sharan Jagtiani, Senior Advocate a/w. Mr. Pradeep Kakhru, Mr.
Jay Kansara, Ms. Vinisha Jain and Ms. Sarejeta Datta, Advocates
i/by Wadia Ghandy & Co. for Defendant No.2.
Mr. Prathamesh M. Nirkhe, Advocate i/by Asahi Legal for
Defendant No.7.
Mr. Karl Tamboly a/w. Mr. Pradeep Bakhru, Mr. Jay Kansara, Ms.
Vinisha Jain and Ms. Sarejeta Datta, Advocates i/by Wadia Ghandy
& Co. for Defendant Nos.12, 13 and 14.
....................
CORAM : MILIND N. JADHAV, J.
DATE : MARCH 09, 2026.
P.C.:
1. Heard Mr. Dwarkadas, learned Senior Advocate for
Applicant; Mr. Seervai, learned Senior Advocate for Defendant No.1; Mr. Jagtiani, learned Senior Advocate for Defendant No.2; Mr. Nirkhe, learned Advocate for Defendant No.7 and Mr. Tamboly, learned 1 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc Advocate for Defendant Nos.12, 13 and 14.
2. Plaintiff has filed this Commercial Suit, inter alia, seeking injunction restraining Defendant Nos.1 and 2 from dealing with or transferring 15,00,00,000/- (Fifteen Crore) equity shares of Defendant No.3 to any third party and for specific performance of the agreed terms concluded between Plaintiff and Defendant Nos.1, 2, 12, 13 and 14 on the basis of negotiations and email correspondence exchanged between them. These Defendants shall be collectively referred to as Defendants since correspondence is carried out by Defendant No.1 on their behalf with the Plaintiff.
3. Briefly stated, case of Plaintiff is that he seeks specific performance on the basis of a concluded binding contract between the parties. Case of Plaintiff is strongly refuted by Defendants on the premise that there is no concluded binding contract whatsoever and mere addressing of email correspondence and invoking interest in the manner in which it has been done in the present case does not entitle Plaintiff to seek specific performance.
4. Mr. Dwarkadas, learned Senior Advocate appearing for Plaintiff presses Interim Application seeking interim reliefs. By consent of the parties, Interim Application is heard for interim reliefs.
5. Mr. Dwarkadas would submit that sometime in October 2025, Plaintiff became aware that Defendant No.1 was desirous of 2 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc selling its holding of 15,00,00,000 equity shares of Defendant No.3 - Company and was looking for prospective purchasers for the same. He would submit that Plaintiff expressed its interest to purchase the said shares from Defendant Nos.1 and 2 and accordingly they engaged in several discussions so as to discuss and negotiate the terms and conditions of purchase of the said shares. He would submit that in the first instance by way of preliminary communication by email dated 06.11.2025, Plaintiff proposed a price of INR 1.25/- per share and indicated its intention to structure the transaction in a manner that would permit subsequent down-sale of the said shares. He would submit that Plaintiff made it clear that its offer was subject to amendment of the existing Shareholders' Agreement to remove the Right of First Refusal (for short "ROFR") and any other transfer related restrictions and further stated that upon such amendment it was prepared to enhance its offer by an additional 10% premium. 5.1. He would submit that the said communication was a non- binding expression of interest subject to satisfactory due diligence, internal approvals and execution of definitive transaction documents. He would submit that Plaintiff completed due diligence of Defendant No.3 and addressed the second communication dated 14.11.2025 confirming its readiness to purchase the 15,00,00,000 equity shares held by Defendants at an increased price of INR 1.35 per share. He would submit that in this communication Plaintiff expressly 3 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc acknowledged ROFR provisions under the Shareholders' Agreement under which Defendant Nos.4 to 8 were required to be notified including all other non-selling shareholders in accordance with the stipulated procedure. Plaintiff expressed desire to acquire the said shares in four equal tranches of 3,37,00,000 shares each totally amounting to INR 5,06,25,000/- per tranche with all tranches to be completed within six months from execution of the Deed of Adherence and other requisite documents.
5.2. He would submit that thereafter meeting ensued between the parties and by way of further email dated 22.11.2025, Plaintiff confirmed its proposal to purchase said shares at the agreed price of INR 1.35 per share subject to satisfactory due diligence, internal approvals and execution of definitive agreements. He would submit that it was stated by Plaintiff that Defendants would be responsible for completing all ROFR related requirements, notifications and approvals from BSE Limited and other shareholders.
5.3. He would submit that Defendants requested Plaintiff to dispense with its requirement of conducting due diligence of Defendant No.3 since such exercise had already been completed earlier and addressed an email dated 26.11.2025 requesting Plaintiff to resend its offer incorporating the above amendment and to share a final proposal by way of a fresh communication. This email dated 4 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc 26.11.2025 is considered by Plaintiff to be acceptance of its substantive offer and terms of acquisition and its readiness and willingness to proceed with sale of the said shares to Plaintiff, on the basis of which the present Suit has been filed.
5.4. He would submit that in reply, Plaintiff addressed email dated 28.11.2025 sharing its final offer with the desired amended terms. He would submit that thereafter on 01.12.2025, Defendants by way of email communication, acknowledged receipt of Plaintiff's offer and requested Plaintiff to initiate the process of establishing an escrow account between Defendant No.1 and Plaintiff's affiliates and directed Plaintiff to provide the three post-dated cheques corresponding to subsequent tranches of the transaction. In this communication, Defendants assured Plaintiff of all assistance and coordination in escrow formalities as also all other documentation relating to shareholding pattern, Shareholders' Agreement governing rights and restrictions and other relevant documents such as Deed of Adherence that would be shared with Plaintiff. This response by Defendants, according to Plaintiff is the second instance evidencing Defendants' active participation in progressing with the transaction and its readiness to complete the formalities necessary for sale of said shares to Plaintiff.
5.5. Next, he would submit that Defendants by email dated 5 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc 02.12.2025 shared with Plaintiff a draft of the ROFR notice to be issued in respect of the proposed transaction to the institutional shareholders and requested the Plaintiff to have the same vetted by its Advocates. Plaintiff's Advocates duly reviewed and approved the draft ROFR notice and informed Defendants that the transaction be formally recorded in a Memorandum of Understanding (for short "MOU"). Thereafter on 04.12.2025, Plaintiff addressed email to Defendants enclosing a copy of the Board Resolution, authorizing its representative to act in relation to the said transaction and complete all formalities and Plaintiff also attached scanned copies of four post-dated cheques in favour of Defendant No.1 each corresponding to the consideration payable under the subsequent tranches of the transaction. This according to Plaintiff is readiness and willingness shown by Plaintiff to complete the transaction and the three post-dated cheques being still valid. At this stage Plaintiff has made a request to Court to permit Plaintiff to deposit the entire amount with the Court immediately to show its bonafides.
5.6. Next, he would submit that on 07.12.2025, Plaintiff by email shared with Defendants draft MOU proposed to be executed between Plaintiff and Defendant No.1 to record the modalities of the transaction and followed it up with a reminder email dated 10.12.2025. Mr. Dwarkadas would vehemently submit that since this act of execution of MOU was a mere ministerial act to be performed in 6 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc furtherance of the aforementioned exchange of correspondence and agreed terms between parties, Plaintiff did not have any apprehension in providing further time to Defendants for performing the same. He would submit that in view of the above steps and what transpired between parties, Plaintiff took steps to arrange necessary funds and showed its readiness and willingness to Defendants to complete the transaction. He would submit that Defendant No.1 circulated the ROFR notice on 04.12.2025 in respect of 7,50,00,000 equity shares of Defendant No.3 followed by a second ROFR notice dated 10.12.2025 in respect of balance 7,50,00,000 equity shares. He would submit that such steps taken by Defendant No.1 in circulating the ROFR notices prima facie evidences the fact that Defendants accepted the Plaintiff's offer and formally initiated the contractual process required under the Shareholders' Agreement to take it to its fruition in accordance therewith.
5.7. He would submit that for the first time on 27.01.2026 Plaintiff was shocked to receive email from Defendants informing that multiple offers had been received and Plaintiff's bid had been ranked as the 'second best offer' by its Internal Committee, further stating that the Plaintiff's offer would be considered only if the so-called higher bidder failed to honour its commitment within 10 days. He would submit that such communication was received after several weeks of assurances, active engagement, participation of the parties and 7 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc confirmations exchanged by parties on performance of the agreed terms of the contract. He would submit that Plaintiff had already deployed significant resources, completed due diligence, arranged funds and aligned its internal approvals in view of exchange of correspondence and acceptance of the offer of Plaintiff and therefore Plaintiff was at a significant loss.
5.8. However, in his usual fairness, Mr. Dwarkadas would draw my attention to the response given by Plaintiff to the above communication / email received from Defendants. He would submit that on 28.01.2026 while duly acknowledging the Internal Committee's decision, Plaintiff recorded its willingness to hold its transaction position for 10 days and thereafter until 04.03.2026 in line with the ROFR timeline. This communication is appended at Exhibit 'K' of the Suit Plaint. He would however submit that this correspondence prima facie demonstrates that Plaintiff was actively pursuing completion of the transaction and was accommodating Defendant No.1's internal processes while reserving Plaintiff's right to complete the transaction. He would submit that since nothing was heard from the Defendant, thereafter on 13.02.2026 Plaintiff's Advocate addressed email to Defendant No.1 calling upon them to complete the transaction of sale of shares. He would submit that Plaintiff relied upon the Defendants' subsequent conduct, including attempts to transfer the said shares to third parties, compelling the Plaintiff to file the present Suit 8 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc proceedings and seek urgent ad-interim reliefs restraining Defendants from selling, alienating, encumbering, dealing with or transferring the said shares.
5.9. The entire sum and substance of Plaintiff's case is based on the aforesaid correspondence and Mr. Dwarkadas would persuade the Court to consider the same as a binding contract with the offer having been given by the Plaintiff and the same having been accepted by the Defendants by virtue of the responses received from Defendants and steps taken by Defendants in that regard.
5.10. He would submit that Plaintiff at all material times is / was ready and willing to perform its obligations under the Agreement and comply with all terms and conditions required for completion of the transaction and has continuously demonstrated its readiness and willingness by affirmative acts of arranging requisite funds, completing necessary formalities and entering into regular correspondence with Defendants. He would submit that non - performance of the transaction is solely attributable to the acts and breach on the part of Defendants in the present case.
5.11. He would also submit that by virtue of correspondence and acceptance of the offer given by Plaintiff, it had arranged significant funds for the proposed transaction, incurred considerable transaction- related expenses, deployed internal resources and foregone other 9 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc viable and profitable investment opportunities and ventures for the subject transaction to be materialized. He would submit that omissions of Defendants have caused the Plaintiff quantifiable financial loss for which Plaintiff is entitled to be compensated and therefore Plaintiff has claimed damages quantified at INR 40,50,00,000/- as more particularly set out in the Particulars of claim towards cost of funds arranged, transaction and due diligence expenses incurred, monetary value of internal resource deployment, opportunity cost arising from foregone alternative investments and value of committed capital rendered unproductive. Hence, he would submit this Court be pleased to grant interim reliefs to Plaintiff as prayed for in the Interim Application.
6. PER CONTRA, Mr. Seervai, learned Senior Advocate appearing on behalf of Defendant No.1 would draw my attention to the limited Affidavit-in-Reply filed on behalf of Defendant Nos.1 and 2 to oppose grant of ad-interim reliefs dated 24.02.2026. At the outset, he would submit that there exists no valid, binding, concluded and/or subsisting agreement and/or contract between Plaintiff and Defendant Nos.1 and 2 and as such Defendant Nos.1 and 2 are/were fully entitled to deal with the said shares. He would submit that Defendant Nos.1 and 2 have already entered into 12 valid and binding Share Purchase Agreements, each dated 27.01.2026 with various third parties for transfer of the said shares and thus Defendant Nos.1 and 2 have 10 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc already created third party rights in respect of the subject shares. 6.1. He would therefore submit that since it is averred by Plaintiff in the Suit plaint that any transfer of the subject shares by Defendant Nos.1 and 2 to any third party would create irreversible third party rights and render the purported relief of specific performance infructuous, the principal relief in the Suit proceedings has been already rendered, ex facie, infructuous and therefore Plaintiff's Suit for specific performance is liable to be dismissed in limine on this ground alone.
6.2. He would submit that attempt of Plaintiff is nothing but a misguided and misconceived attempt to forcefully acquire the said shares to which Plaintiff is not entitled. He would submit that the entire case of Plaintiff is based on Plaintiff's own correspondence alongwith its own conduct which prima facie unequivocally establishes that there was no valid, binding or concluded contract or agreement between Plaintiff and Defendant Nos.1 and 2 and the fact that Plaintiff was fully aware about the same. He would submit that reliance of the Plaintiff on the emails dated 06.11.2025, 22.11.2025 and 01.12.2025 is an attempt to mislead this Court into believing that there was a valid and binding contract. He would submit that contents of said 3 emails if carefully perused would establish that they constitute nothing more than an offer made by Plaintiff without any acceptance thereof by 11 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc Defendant Nos.1 and 2 and therefore it is wrongfully contended by Plaintiff that there was a binding agreement or contract between the parties.
6.3. He would submit that instructions given by Defendants in its email dated 01.12.2025 requesting Plaintiff to open an escrow account and provide copies of post-dated cheques was solely for the purpose of assessing the genuineness and seriousness of Plaintiff's offer towards the proposed transfer of the subject shares considering the timelines involved and this no way evidences acceptance of the offer of Plaintiff by Defendants. He would submit that all along Plaintiff was fully aware of the ROFR obligations and the mechanism set out in the amended and restated Shareholders' Agreement dated 29.12.2021 entered into by Defendant No.2 through Defendant No.1 with Defendant Nos.4 to 8 and other shareholders of Defendant No.3. He would submit that this position is prima facie evident from the contents of emails dated 06.11.2025, 28.11.2025 addressed by Plaintiff and emails dated 24.11.2025 and 04.12.2025 responded by Defendants. He would submit that ROFR obligations and mechanism was a substantive right exercisable by Defendant Nos.4 to 8 who were the institutional shareholders of Defendant No.2 in Defendant No.3 as per terms of the amended Shareholders Agreement.
6.4. He would categorically and vehemently submit that until 12 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc fulfillment of the ROFR obligations of which Plaintiff was fully aware, there could be no valid or binding agreement and/or contract that could have been entered into or accepted even by Defendant Nos.1 and
2. He would submit that Plaintiff has falsely asserted existence of ROFR in its favour (when this is prima facie not the case on the basis of Plaintiff's own pleadings and the facts of the present case) even while mentioning the matter on 16.02.2026 and has thus misled the Court. He would submit that the very concept of ROFRs in Shareholders Agreements is something which is favour of the institutinoal shareholders and Plaintiff made clear misrepresentations before this Court and informed the Court that ROFR existed in favour of Plaintiff which was denied to the Plaintiff.
6.5. He would submit that for such misleading statement Plaintiff does not deserve any sympathy from the Court whatsoever. Next, he would submit that Plaintiff was clearly aware of the the fact that it was not the only entity aware of the ROFR and also the fact that Defendant Nos.1 and 2 had made offer of the subject shares to other third parties also. He would submit that this is ex facie evident from the contents of email dated 27.01.2026 addressed to Plaintiff by Defendants and response thereto given by Plaintiff by its email dated 28.01.2026. He would vehemently submit that in the final response contained in the email dated 28.01.2026, Plaintiff has not pleaded or contended that there was a binding agreement between Plaintiff and Defendants 13 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc which was capable of specific performance rather Plaintiff infact agreed to wait until the confirmation of the higher bidder was duly completed and Plaintiff has categorically referred to its action as a bid i.e. a mere offer only for which Plaintiff would wait for acceptance from Defendants subsequently. He would submit that in the entire email correspondence between parties, it was always categorically informed unequivocally to Plaintiff that Plaintiff's offer was subject to necessary approvals and it was apprised that the offer was infact 'non- binding and subject to execution of definitive agreements'. He would submit that admittedly no definative agreement whatsoever was executed between parties. He would therefore submit that on a conjoint reading of the contents of the aforesaid emails, they prima facie demonstrate that there was no binding contract whatsoever between parties at any point of time nor Defendants ever accepted Plaintiff's offer.
6.6. He would submit that on the maintainability of the present Suit proceedings, Suit does not fall within the category of a 'commercial dispute' as contemplated under Section 2(1)(c) of the Commercial Courts Act, 2015, as there is no valid binding agreement between the parties and therefore this is one more ground for the Suit being defective in nature. He would submit that the very objective of the Commercial Courts Act will be rendered meaningless in the absence of a valid binding or subsisting Agreement between the 14 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc parties.
6.7. That apart, he would submit that no part of the cause of action has arisen within the local jurisdiction of this Court since transfer of the subject shares which form the subject matter of the captioned Suit proceeding pertain to Defendant No.3 whose registered office is situated in Gandhinagar whereas Defendant No.2 which is the owner and holder of the said shares in Defendant No.3 has its registered office in Ahmedabad. He would submit that discussion and one meeting in relation to Plaintiff's offer to acquire the subject said shares was held in the office of Defendant No.1 in Ahmedabad and therefore this Court will not have territorial jurisdiction to entertain the present Suit. He would submit that merely because some of the proforma Defendants are having their offices in Mumbai, the present Suit has filed in Mumbai.
6.8. Hence on the basis of the aforesaid submissions, he would submit that since there is no valid and binding contract capable of being specifically performed which is prima facie evident from the correspondence between the parties, the Plaintiff is not entitled to any reliefs whatsoever.
7. Mr. Jagtiani, learned Senior Advocate appearing for Defendant No.2 adopts the submissions made by Mr. Seervai on behalf of Defendant No.1. For the sake of brevity the said submissions are 15 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc not repeated and reiterated herein.
8. Mr. Nirkhe and Mr. Tamboly, learned Advocates appear for Defendant Nos.7, 12, 13 and 14. They have adopted the submissions made by Mr. Seervai which for the sake of brevity are not repeated and reiterated herein.
9. I have heard the learned Advocates and with their able assistance perused the record of the case. Submissions made by the learned Advocates at the bar have received due consideration of the Court.
10. In the present case, it is prima facie seen that Plaintiff has sought specific performance of the purported contract contained in the emails exchanged between the parties dated 06.11.2025, 14.11.2025, 22.11.2025, 24.11.2025, 28.11.2025 and 01.12.2025 for sale of 15,00,00,000 equity shares of Defendant No.3 - Company which are appended on page Nos.71, 72, 74, 75, 76 and 78 respectively. Out of these six emails except email dated 28.11.2025, the other five emails have been addressed by Plaintiff to Defendants.
11. Case of Plaintiff is that there existed a concluded contract between Plaintiff and Defendant Nos.1 and 2 on the basis of the contents contained in the aforesaid emails. For any contract to materialise prima facie there has to be an offer and acceptance by the respective parties. Careful perusal of the aforesaid six emails, prima 16 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc facie, show that the said correspondence constitute nothing more than an offer made by Plaintiff without any concrete acceptance of the offer by Defendant Nos.1 and 2 which can be called as binding valid and/or concluded contract or agreement between the parties. It is argued by Plaintiff that contents of the said emails amount to a binding contract between the parties ans has been agreed by Defendant Nos.1 and 2.
12. However this submission and case argued on behalf of Plaintiff is itself contrary to the contents of the said emails. When the emails dated 06.11.2025, 22.11.2025 and 28.11.2025 are seen, it is Plaintiff's own case that its offer is non-binding and subject to execution of definitive Agreements. Admittedly definitive Agreements have not been executed. That apart, it is clearly gathered on reading of the aforesaid six emails that Defendant Nos.1 and 2 have unequivocally informed Plaintiff that its offer was subject to necessary internal approvals. Though it can be argued by the Plaintiff that there was some expression of interest by Defendants in the offer given by the Plaintiff and the Plaintiff acted upon it and took affirmative steps, but that in itself in the facts of the present case cannot be termed as definitive, binding or concluded as explained below.
13. One of the emails addressed by Defendant to Plaintiff dated 24.11.2025 is in unambiguous terms. It informs Plaintiff that the proposed transaction is subject to satisfactory due diligence, internal 17 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc approvals and execution of definitive agreements and calls upon Plaintiff to inform Defendants the details about satisfactory due diligence expected from Defendants. It is no doubt true that in the ensuing correspondence between parties Defendant No.1 called upon Plaintiff to start the process for an Escrow Account and send to Defendant No.1 photo copies of three post-dated paid cheques for the remaining 3 tranches apart from the Escrow cheques and Plaintiff has responded by complying with the same. However, these acts in itself do not constitute acceptance of the Plaintiff's offer by the Defendants.
14. That apart, the correspondence also refers to profile of Plaintiff having been called for by Defendant No.1 alongwith KYC documents and Defendant No.1 having circulated the ROFR Notice to the institutional shareholders as per the new Shareholders Agreement but these steps are the necessary and statutory / contractual steps to be undertaken by Defendants before accepting the offer of the Plaintiff and they do not prima facie lead to the conclusion that there is a valid, binding, primary contract between the parties. This is primarily so because the transfer notice issued by Defendant No.1 to the institutional shareholders pursuant to clause No.6.2 of the amended and restated shareholders Agreement dated 29.12.2021, copy of which is appended at Exhibit 'H' - page No.105 categorically refers to the name of proposed transferee i.e. third party purchaser to be the Plaintiff and its affiliate, HNI/Family Office. Thus from this it is prima 18 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc facie evident that Plaintiff is fully aware that the negotiations by the Defendants are with the Plaintiff alone, but also third parties namely High Networth Individuals and Family Office.
15. What is argued by Plaintiff is that said transfer notice would apply only to Plaintiff as the proposed transferee as third party purchaser. The transfer notice i.e. ROFR prima facie states that if no acceptance notice is received within the offer period or if the non- selling shareholders do not complete the purchase within the specified period, Defendant No.1 shall be entitled to transfer all of the transfer shares to the "third party purchaser" on terms no more favourable than those offered therein in accordance with clause No.6.2.5 of the shareholders Agreement. Prima facie, this in itself does not create any substantive right in the Plaintiff alone to seek specific performance of the Agreement as the "third party purchaser" stated in the ROFR Notice is not the Plaintiff alone.
16. It is further seen that on 27.01.2026, Defendant No.1 informed Plaintiff that it had received interest from multiple financial investors and the offers received were placed before the Committee and after review of each offer received on merit the Committee has ranked Plaintiff's bid as the second best offer. In response to this communication, Plaintiff by its reply dated 28.01.2026 copy of which is appended at Exhibit 'K' - page No.111 of the Suit has replied that 19 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc though it understood the market dynamics but in its experience it was relatively uncommon for a superior offer to fall through purely on commitment and has further stated that it recognized that on occasions anomalous or non-representative pricing may emerge and informed that it is willing to hold its transaction position for the next 10 days. This reply of the Plaintiff gives away the case of the Plaintiff in the Suit proceedings / Interim Application.
17. It is further stated by Plaintiff in the said reply that since the ROFR notice issued on 04.12.2025, accordingly the transaction would need to be concluded not later than 04.03.2026 and there may be additional time required to complete Defendant No.1's internal process and therefore Plaintiff was open to hold its bid until 04.03.2026. Once this is the case of Plaintiff in its own communication dated 28.01.2026, that it was open to hold its bid until 04.03.2026 and Plaintiff having been specifically communicated fact that Defendant No.1's the internal committee had ranked the Plaintiff's bid on merit as the second best offer, there can be no reason whatsoever for the Plaintiff to conclude that there was a valid binding and concluded contract between parties as alleged by Plaintiff in the Suit proceedings and therefore the case of Plaintiff cannot be accepted prima facie. Such a case on behalf of the Plaintiff is absent in this crucial letter / communication addressed by the Plaintiff.
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18. Correspondence which ensued between the parities prima facie shows that Plaintiff has at all times been aware about ROFR obligation and mechanism set out in the amended and restated Shareholders' Agreement dated 29.12.2021 and therefore no valid or binding Agreement and/or contract could have been formed or concluded between Plaintiff and Defendant Nos.1 and 2 prior to fulfillment of the ROFR obligations. It is seen that awareness of Plaintiff regarding the ROFR obligations is prima facie evident from its own emails dated 06.11.2025, 14.11.2025, 22.11.2025 and 28.11.2025 and Defendant Nos.1 and 2's reply emails dated 24.11.2025 and 04.12.2025 addressed to Plaintiff.
19. In this view of the matter, it is impossible for Plaintiff to argue that even before fulfillment of the ROFR obligations in view of correspondence which ensued between Plaintiff and Defendant No.1 there was or there could be a valid binding concluded contract for sale of 15,00,00,000 equity shares of Defendant No.3. Further the two transfer notices issued under Clause 6.2 which are appended at Exhibit 'H' and Exhibit 'I' to the Suit Plaint prima facie show that Plaintiff was not the only entity that had made offers to Defendant Nos.1 and 2 in respect of the subject shares and that offers had also been received by Defendant Nos.1 and 2 from other entities.
20. In that view of the matter, Plaintiff addressed email 21 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc communication dated 28.01.2026 apprising its decision and willingness to hold its transaction position for the next 10 days. What is crucial is the fact that in the email dated 28.01.2026, Plaintiff has stated that it appreciated its offer being considered and the opportunity given to it to participate in the process.
21. In the email dated 28.01.2026 it is not Plaintiff's case that there was a concluded contract with Defendant Nos.1 and 2, but on the contrary Plaintiff has graciously accepted the position that its offer was the second best one and thanked Defendant No.1 for giving it an opportunity to participate in the process. The conduct of Plaintiff is therefore prima facie borne out from the contents of the aforementioned communications which prima facie in my opinion clearly demonstrate that there was no concluded contract whatsoever between Plaintiff and Defendant Nos.1 and 2 as has been argued on behalf of Plaintiff.
22. In view of the above observations and findings, prima facie, emanating from the correspondence alluded to hereinabove between the parties, I am unable to accept the case of the Plaintiff for grant of any interim relief as prayed for in the Interim Application.
23. Interim Application therefore fails and stands dismissed.
[ MILIND N. JADHAV, J. ] 22 of 23 ::: Uploaded on - 09/03/2026 ::: Downloaded on - 09/03/2026 20:45:16 ::: IAL.5834.2026.doc
24. After this order is pronounced in Court, learned Advocate for Applicant / Plaintiff seeks stay of the order passed by this Court in order to test its validity and legality before the Superior Court. However, in view of the reasons given for rejection of Applicant's case for interim relief, I am not inclined to grant any stay. Hence the request made by learned Advocate for Applicant / Plaintiff is rejected.
[ MILIND N. JADHAV, J. ]
Digitally signed
by AJAY
AJAY TRAMBAK
TRAMBAK UGALMUGALE
UGALMUGALE Date: 2026.03.09
14:26:16 +0530
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