Bombay High Court
Anil Rao vs Pci Pest Control Private Limited on 25 February, 2026
2026:BHC-OS:5158
K 1/24 907 CARBPL 1659 OF 2026
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMMERCIAL ARBITRATION PETITION (L) NO.1659 OF 2026
Anil Rao ....Petitioner
V/S
1. PCI Pest Control Private Limited
2. Rentokil Initial Asia Pacific
Management PTE Ltd. ....Respondents
_________
Mr. Mustafa Doctor, Senior Advocate with Mr. Rashmin Khandekar,
Ms. Shalaka Patil, Mr. Arun Jerome, Mr. Ankit Pathak and Mr. Kartikey
Balotia i/b M/s. Trilegal for the Petitioner.
Mr. V.R. Dhond, Senior Advocate with Ms. Rhia Marshall, Ms. Vinodini
Srinivasan and Mr. Swaroop Nair i/b M/s. Jerome Merchant and Partners
for Respondents.
__________
CORAM : SANDEEP V. MARNE, J.
RESERVED ON : 11 FEBRUARY 2026.
PRONOUNCED ON : 25 FEBRUARY 2026.
JUDGMENT:
1. This is a Petition filed under Section 9 of the Arbitration and Conciliation Act, 1996 (Arbitration Act) seeking interim measures before commencement of the arbitral proceedings. Petitioner essentially seeks disclosure of information and documents set out in Annexure-2 and Annexure-2A of the Petition from the Respondents. He also seeks a restraint order against Respondents from acting on the Franchise Agreement dated 10 April 2019. Petitioner further seeks restraint order katkam Page No. 1 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 2/24 907 CARBPL 1659 OF 2026 against Respondents from entering into unapproved related party transactions with FCo Group in contravention of the Share Holders Agreement (SHA).
2. Petitioner is a founder promoter of the Company-Pest Control (India) Private Limited (Pest Control), which was incorporated in the year 1954. Petitioner claims that Pest Control was the undisputed market leader in Pest Control Industry in India for over six decades. Petitioner was Chairman, Managing Director and Chief Executive Officer of Pest Control since 1987. Rentokil Initial 1927 PLC (Rentokil UK) is the parent company in United Kingdom, which has several subsidiaries. The Rentokil Group approached Pest Control in the year 2016 to acquire the pest control service and products business. According to Petitioner, Pest Control had a presence in 47 cities in India whereas Rentokil's business was essentially restricted only in Chennai. Second Respondent-Company is wholly owned by Rentokil UK who operated pest control industry in India since 2007 through its wholly owned Indian subsidiary Rentokil India Private Limited (Rentokil India).
3. In 2017 Petitioner hived off the pest control services and products business of Pest Control to the PCI Pest Control Private Limited (Company) which was owned at that time by the Petitioner and his family members. Thereafter the Rentokil Initial Asia Pacific Management PTE Ltd. (second Respondent) acquired 57% share of the Company and 43% share remained with the Petitioner. The Share Holder Agreement dated 9 March 2017 was executed between the parties. The SHA was executed between Rentokil Initial Asia Pacific Management PTE Ltd. (Respondent No.2) which is described in the SHA as FCo, the katkam Page No. 2 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 3/24 907 CARBPL 1659 OF 2026 Petitioner is described as AR and Respondent No.1, described in the SHA as the 'Company'.
4. Accordingly, first Respondent-Company was incorporated in the year 2017 for the purpose of housing the business of Pest Control and for selling Petitioner's stake in it to second Respondent-Company. Accordingly, second Respondent acquired 57% share in the Company and 43% share remained with the Petitioner.
5. Pursuant to the above SHA executed between the parties the complete management finance and operational control of the Company was taken over by the second Respondent. The SHA provided for phase wise exist of the Petitioner from the Company in respect of his 43% shareholding in five tranches between Financial Year 2023-24 to Financial Year 2027-28 by way of 'Put Options' to be exercised by the Petitioner at certain predetermined intervals. The SHA provides for a mathematically defined exit formula for the Petitioner under clauses 17.8 and 17.9. The formula for calculating the 'Relevant Option Price', which was the exit price for the Petitioner, is equity value multiplied by the percentage of the shareholding being sold. The equity value is to be ascertained in the following manner:
Equity Value = Revenue + 6 x EBITA + Cash - Debt.
6. EBITA means earning before interest, taxes and amortization.
According to Petitioner, the Relevant Option Price is directly connected with the EBITA of the Company. EBITA has been defined in the SHA to mean EBITDA minus (-) any amount which is attributable to depreciation or impairment of fixed assets of group members that relates katkam Page No. 3 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 4/24 907 CARBPL 1659 OF 2026 to the relevant financial year. EBITDA means the consolidated operating profit of the group before taxation after adding and deducting the amounts as specified in the SHA.
7. According to the Petitioner, Clauses 8.2.1 and 11.1 of the SHA grants him absolute and unfettered rights to the information relating to the company and its business in order to protect his rights till he ultimately exits the company. He claims that the clauses are also incorporated for maintaining transparency in relation to the determination of Relevant Option Price and for preserving the value of the company. According to the Petitioner, Clause 8.2.1 entitles him to receive additional information from the company in respect of quarterly management reports including details of contracts or commercial arrangements between any group member and member of FCo group. Petitioner further contends that under Clause 11.1 of the SHA, the Company and the FCo have taken over obligations to ensure that any contracts or other commercial arrangements between any group members and any member of the FCo group are made on an arm's length commercial basis and on terms not unfairly prejudicial to the interest of any shareholders. Petitioner contends that under Clause 11.1, all evidence of such contracts are required to be provided to him.
8. According to the Petitioner, when the audited financials for arriving at the first Put Option calculations were sent to him he discovered "Group Franchise Fees" as one of the items shown as deductible from the EBITA. Petitioner accordingly made a query with respect to this deduction and in response the Company provided him a katkam Page No. 4 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 5/24 907 CARBPL 1659 OF 2026 report on 12 September 2023 made by the Deloitte Haskins & Sells LLP (Deloitte) justifying the payments. On 25 September 2024 Petitioner was supplied with copy of Franchise Agreement dated 10 April 2019 under which the payments were made to the parent company towards Franchise fees. According to the Petitioner, Franchise Agreement disclosed by the Company revealed that astronomically high fees of 40% of operating profit of the Company were paid over to Rentokil UK. According to Petitioner, the decision to handover 40% of company's profits to Rentokil UK was taken behind his back. That payments towards Franchise fees and any other related party transactions are deductibles which directly depress EBITA and hence the equity value, impacting Relevant Option Price.
9. According to the Petitioner, second Respondent is the majority shareholder of the company, who controls the company. Petitioner learnt about deduction of Franchise fees from EBITA while exercising his first Put Option in 2023. In response, he received Deloitte Report on 12 September 2023. According to the Petitioner, the Deloitte Report merely mentions Franchise Agreement. According to the Petitioner, Deloitte Report does not indicate any basis on which Franchise fees are determined for being paid to Rentokil UK. That even Franchise Agreement is silent about such basis. Petitioner accordingly demanded the requisite information and documents from the Company in accordance with contractual obligations under clauses 8.1 read with clause 8.2.1 and 8.2.1 (e) of the SHA. By email dated 10 October 2025 and 14 October 2025, Respondents initially indicated that they were actively working on gathering the data sought by the Petitioner. However, they katkam Page No. 5 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 6/24 907 CARBPL 1659 OF 2026 later did a volte face and addressed Advocate's email dated 28 October 2025 refusing to provide most of the documents and information. Petitioner followed with his request on 22 November 2025 and 31 December 2025. Since the information and the documents is not provided by the Respondents, the Petitioner has filed the present Petition seeking interim measures before commencement of the arbitral proceedings.
10. Mr. Doctor, the learned Senior Advocate appearing for the Petitioner submits that it is contractual obligation on the part of the Respondents to provide entire evidence required for ascertaining that the Franchise Agreement executed with Rentokil UK is not prejudicial to the interest of the Petitioner in his capacity as a shareholder. He submits that the Relevant Option Price is directly connected to the EBITA of Company. That on account of payment of 40% of operating profit of the Company to Rentokil UK towards Franchise fees, the EBITA of the Company is depressed thereby directly resulting in reduction of Relevant Option Price. He submits that Petitioner is therefore entitled to seek from the Respondents all relevant evidence, documents and information for satisfying that the Franchise Agreement executed by the Company does not have any adverse impact on his interest while exercising the Put Options. That the Petitioner is entitled to know that payment of Franchise fees to Rentokil UK brings in corresponding advantage to the Company and that astronomically high amount of Franchise fees are not paid only for the purpose of ensuring reduction of EBITA thereby impacting the Relevant Option Price.
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11. Mr. Doctor takes me through Clauses 8.2.1 and 11.1 of SHA to demonstrate that Respondents are under contractual obligations to provide the requisitioned information and documents. That Respondents have not disputed Petitioner's entitlement in respect of the requisitioned documents and information which is evidenced by the fact that the Respondents first provided Deloitte Report followed by copy of Franchise Agreement.
12. He takes me through email correspondence at the relevant time in support of his contention that Respondents initially cited the pretext of volume of information and time taken for collating the same and thereby did not dispute Petitioner's entitlement to the relevant documents and information. He submits that the Respondents have thereafter taken a convenient volte face and have refused to provide the documents and information which they were in the process of collating. That this conduct on the part of the Respondents is sufficient for making interim measures in the present Petition.
13. He relies on email dated 15 October 2025 produced alongwith further Additional Affidavit dated 4 February 2026 in support of his contention that the Respondents have already collated on the information and documents which belies falsity in the defence adopted by the Respondents that the information sought for by the Petitioner is not readily available.
14. Mr. Doctor further submits that providing mere Deloitte Report and copy of Franchise Agreement is insufficient to verify whether the Franchise fees paid to Rentokil UK is justified. He further submits that katkam Page No. 7 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 8/24 907 CARBPL 1659 OF 2026 withholding of the requisitioned information and documents has hobbled the Petitioner's ability to formulate his claim in the arbitration. He submits that parties will have to undertake foreign seated arbitration and it would be difficult to implement any order passed under Section 17 of the Arbitration Act, which necessitates making of urgent interim measures by this Court in exercise of power under Section 9 of the Arbitration Act.
15. Mr. Doctor takes me through the details of documents listed in Annexure-2 to the Petition and submits that the present Petition is being pressed only for providing the documents listed in Annexure-2 to the Petition. He submits that Petitioner is entitled to receive the data relied on or submitted to Deloitte for generation of the report justifying quantification of Franchise fees. That Deloitte Report is silent in respect of the basis on which the Franchise fees payable to Rentokil UK are quantified. He accordingly submits that the Petition be made absolute in terms of prayer clause (a) thereof.
16. Mr. Dhond, the learned Senior Advocate appearing for the Respondents opposes the Petition submitting that no interim measures need to be made in the present Petition in Petitioner's favour both on the grounds of absence of urgency as well as his non-entitlement in respect of the demanded information. Mr. Dhond submits that Petitioner has already exercised two Put Options in 2023 and 2024 on the basis of the revenue and EBITDA figures as reflected in the balance-sheets. That in capacity as significant shareholder, Petitioner is privy to all financial documents of the Company and has even signed the balance sheets for the last seven long years since 2018. That therefore he cannot now allege katkam Page No. 8 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 9/24 907 CARBPL 1659 OF 2026 that these related party transactions are not at arm's length or that the consideration paid therefor is excessive.
17. In support of his contention that there is absence of any urgency to make interim measures, Mr. Dhond submits that Petitioner/his son has signed balance sheets of the Company since 2018-19 which reflect payment of Franchise fees to Rentokil UK. That he raised queries about nature of Franchise fees and about its addition back while calculating EBITDA for the first time on 25 August 2023. He was informed on 12 September 2023 that Franchise fees were deducted for the purpose of calculation of EBITDA. That after acquiring this knowledge, Petitioner executed first Put Option and received sum of Rs.62.5 crores in the year 2023. That when turn came for exercise of second Put Option, he once again raised queries about break up of franchise fees etc. in September 2024 and sought copy of Franchise Agreement. Mr. Dhond refers to e- mail dated 30 September 2024 seeking clarification from the company about the option calculations and confirmation given by the Petitioner. That Petitioner exercised second Put Option on 30 September 2024 for sum of Rs.69 crores. That after being shared the estimated share price calculation for the third Put Option, Petitioner raised a requisition list extending to 58 items and demanded the same on 25 September 2025. That all the information readily available and to which Petitioner was entitled to was provided to him in October and November 2025. Mr. Dhond accordingly submits that the Petitioner conveniently raises queries about Franchise Fees at the time of exercising Put Options. That his actions of raising queries have been going since August 2023 and he katkam Page No. 9 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 10/24 907 CARBPL 1659 OF 2026 has already exercised two Put Options. That therefore there is absolutely no urgency for making any interim measures in the present Petition.
18. Mr. Dhond further submits that Petitioner is otherwise not entitled to the requisitioned documents/information in terms of Clauses 11.1 and 8.2.1 of the SHA. That he is already provided copy of Franchise Agreement alongwith Deloitte Report, which confirms to the requirement under Clauses 11.1 and 8.2.1 of the SHA. He submits that Petitioner is now seeking a roving and fishing inquiry by demanding evidence of benefits derived on account of services availed from Rentokil UK. That the information sought is so voluminous that it would cover every email exchanged by company from sales and marketing perspective. He submits that so far as marketing research reports are concerned, the Company does not possess the same and they are paid access report which can be secured independently by the Petitioner. Mr. Dhond strongly objects to production of privilege communication between client and attorney in the form of email dated 15 October 2025. He submits that the said email was sent for the purpose of preparation of Affidavit and it is highly objectionable on the part of the Petitioner to produce the same alongwith Affidavit. Mr. Dhond submits that Petitioner is apparently seeking to get over loss of shareholding arising from exercise of each Put Option and is deliberately raising baseless queries and seeking a roving inquiry in relation to the exercise of further Put Options. He submits that Petitioner has a remedy of filing Application under Section 17 of the Arbitration Act before the Arbitral Tribunal and there is absolutely no urgency for granting any interim measures in the present Petition. He would accordingly pray for dismissal of the Petition.
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19. I have considered the rival contentions raised on behalf of the parties.
20. The Petitioner is the founder and promoter of Pest Control (India) Private Limited and has entered into SHA and other related documents resulting into 57% acquisition of the Company by second Respondent and only 43% shareholding remaining with the Petitioner. Even the remaining 43% shareholding needs to be sold by the Petitioner through 'Put Options' to be exercised in a staggered manner during Financial Years 2023-24 to 2027-28. It appears that at the time of execution of the SHA, the Petitioner received two considerations, first being in the form of lump-sum payment received under the SHA and second being in the form of phase-wise Put Options to be exercised from the year 2023-24 onwards. The consideration payable under the SHA was apparently divided into two categories possibly for enabling the Petitioner to participate in the incremental benefits apprehended to the Company due to growth in future years. This is the reason why the 'Relevant Option Price' for Petitioner's Put Options has been correlated with performance of the Company. The formula for calculating the 'Relevant Option Price' for Petitioner's Put Options has already been reproduced above. Thus, under the formula for determining the 'Relevant Option Price', EBITA of company is a major determinative factor and any variation in the EBITA affects the 'Relevant Option Price' for exercising Put Options by the Petitioner.
21. It appears that after execution of the SHA on 9 March 2017 and acquisition of 57% shareholding in the Company, the Company operated as a franchise of Rentokil UK. According to the Company, since katkam Page No. 11 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 12/24 907 CARBPL 1659 OF 2026 Respondents act in India as a franchise of Rentokil UK, it needs to pay franchise fees to Rentokil UK. From documents produced alongwith Affidavit-in-Reply filed by the Respondents, it appears that the franchise fees are being paid right since Financial Year 2018-19. The balance sheet of the year ending as on 31 March 2019 indicates that 'related party disclosures' are made reflecting payment of Rs. 9.3 crores towards franchise fees to Rentokil UK. The said balance sheet is signed inter alia by Petitioner's son in his capacity as director. For Financial Year 2019-20, the franchise fees paid to Rentokil UK was indicated as Rs.8.26 crores and this balance sheet was also signed by the Petitioner's son. For Financial Year 2020-21, the franchise fees paid to Rentokil UK was Nil. During Financial Year 2021-22, the franchise fees paid to Rentokil UK is reflected in the balance sheet as Rs.15.49 crores and this balance sheet is signed by the Petitioner himself on 20 September 2022. For the next Financial Year 2022-23, the franchise fees paid to Rentokil UK is indicated at Rs.13.70 crores, and again this balance sheet is signed by the Petitioner himself. For Financial Year, 2023-24 the franchise fees paid to Rentokil UK is indicated at Rs.14.94 crores and again this balance sheet is signed by the Petitioner himself. For the Financial Year 2024-25 the franchise fees paid to Rentokil UK is reflected as Rs.19.54 crores and only this balance sheet does not bear signature of Petitioner or his son. This shows that there is consistent payment of franchise fees to Rentokil UK since 2018-19 and Petitioner had full knowledge about the same.
22. Despite having full knowledge of payment of franchise fees to Rentokil UK since 2018-19, Petitioner raised a query for the first time on 25 August 2023 after receiving audited annual report as under:
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Hi David.
I've received the audited annual report sent today by Soma. After a quick check I do have a couple of queries which I hope could be answered well before the Board Meeting on the 30th
1. Are the numbers in the annual report consistent with the numbers as per the put option workings you had shared earlier?
2. There is an item "Group franchisee fees" of Rs. 13.7 crore in 'Other expenses'. Can you explain the nature of the same? Also, have these been added back while calculating the EBIT?
(emphasis added)
23. Petitioner thus did not question the basis for payment of Franchise fees nor disputed the quantum. His main query was with regard to debit of franchise fees from EBITA. Petitioner received a response on 12 September 2023 that the Franchise fees were calculated on the basis of 5% of RPCI Revenue or 40% of RPCI Operating Profit whichever was lower. He was supplied copy of Deloitte Report indicating the calculation methodology. He was also informed that the Franchise fees were deducted for the purpose of calculation of EBITDA. After receiving this response, the Petitioner did not raise any further query and exercised his first Put Option for the year 2023 and received a sum of Rs.62.5 crores. Thus, the first Put Option was exercised by the Petitioner with full knowledge of the fact that Rs.13.7 crores were paid to Rentokil UK towards franchise fees and the same were deducted from the EBITA for the purpose of computation of Relevant Option Price for his first Put Option. This shows acquiescence on the part of the Petitioner atleast for the purpose of consideration of his entitlement to interim measures at this stage.
24. The Petitioner thereafter maintained a stoic silence for next one year and started raising queries relating to franchise fees when his turn katkam Page No. 13 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 14/24 907 CARBPL 1659 OF 2026 arrived for exercise of second Put Option. On 24 September 2024, he raised query relating to breakup of franchise fees of Rs.14.94 crores and sought details of agreements executed with Rentokil UK. He received a response dated 25 September 2024 from the Company providing him draft calculations in respect of group franchise fees paid to Rentokil UK intimating him that the same covered the cost of support given to India to run the operations of the business. His attention was referred to 37 pages report of Deloitte. At this point of time, Petitioner was also given copy of Franchise Agreement on 25 September 2024 in pursuance of demand raised by the Petitioner through separate email dated 25 September 2024. For exercise of second Put Option, the Respondents sought a clarification from the Petitioner as to whether he was 'okay' with option calculations for the year and whether payment could be arranged. The Petitioner responded on 30 September 2024 stating that he was fine to proceed when second Put Option. Thus, prima facie it appears that the Petitioner was satisfied with response to his queries after he received Deloitte Report and copy of Franchise Agreement and went ahead with exercise of second Put Option for a sum of Rs.69 crores on 30 September 2024.
25. Again, for next one year, Petitioner maintained the silence. He was shared the estimated share price calculations for third Put Option by the Respondents on 21 July 2025. At this stage, the Petitioner raised a requisition on 25 September 2025 submitting preliminary requisition list for documents and information pertaining to the Deloitte Report, Franchise Agreement and RPTs. He requested for the documents/information in a dedicated google drive data room with katkam Page No. 14 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 15/24 907 CARBPL 1659 OF 2026 folders and sub-folders by renaming the files in accordance with the serial numbers. The requisition contained list of 58 items.
26. Petitioner relies on response dated 1 October 2025 sent by Respondents stating that the information requested in the list was exhaustive and it would take some time for Respondents to gather the same. According to the Petitioner, the response dated 1 October 2025 indicates willingness on the part of the Respondents to provide the requisitioned information and documents. He also relies on Advocate's email dated 15 October 2025 in which it was stated that the Respondents were reviewing the requisition submitted by the Petitioner. According to the Petitioner, the contractual obligation to provide the requisition data was thus acknowledged by the Respondents.
27. Before proceeding further, it would be necessary to take note of the relevant clauses of SHA which are relied upon by the Petitioner. Clause 11.1 of the SHA deals with 'Contracts with FCo Group' and stipulates thus:
11.1 Contracts with the FCo Group:
The Company and FCo shall ensure that any contracts or other commercial arrangements between any Group Member and any member of the FCo Group are made on an arm's length commercial basis and on terms not unfairly prejudicial to the interests of any Shareholder or any Group Member and in accordance with the provisions of applicable law (and evidence of the same shall, until the accounting procedures and processes of the Company have been effected, promptly be provided to AR as and when reasonably requested by AR, and once the accounting procedures and processes of the Company have been effected, be provided to AR pursuant to clause 8.2.1 (e)). Any such contract or commercial arrangement which do not adhere to the above conditions, will require the prior written consent of AR."katkam Page No. 15 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 :::
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28. Clause 8.2.1 of the SHA stipulates thus:-
8.2.1 Subject to clause-8.2.2, in addition to such other information as the B Directors ara entitled to obtain in the ordinary course of business or upon request to the Company, AR shall be entitled to receive additional information from the Company in respect of matters set out below, in an agreed form:
(a) unaudited annual financial statements including cash flow statements certified by the MD, within 90 days from the end of the relevant Financial Year;
(b) the Accounts, within 150 days from the end of the relevant Financial Year;
(c) unaudited quarterly financial statements, including cash flow statements prepared in accordance with the management information system of the Company, within 45 days of the end of each quarter of a Financial Year after the Completion Date;
(d) the Annual Operating Plan, 30 Business Days prior to the end of each Financial Year for the following Financial Year;
(e) quarterly management reports in accordance with the management information System of the Company (which reports shall inter alia include details of contracts or commercial arrangements between any Group Member and any member of the FCo Group) and as per the standard management reporting format of the FCo Group, within 45 days of the end of each quarter of a Financial Year after the Completion Date;
(f) monthly management information within 20 days of the end of each month, including cash flow statements, a comparison of financial results with the corresponding quarterly and annual budgets and system reports in accordance with the management information system and as per the standard management reporting format of the FCo Group;
(g) the minutes of general meetings, Board meetings and meetings of any committees of the Board, within 30 days from the date of the relevant meeting; and
(h) subject and without prejudice to clause 8.3, such additional information in the possession of the Company as may be reasonably required by AR or the 8 Directors from time to time."katkam Page No. 16 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 :::
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29. Thus, under clause 11.1 of the SHA the Respondents agreed that any contract or other commercial arrangements between any group member and any member of the FCo Group would be made on an arm's length commercial basis and on terms not unfairly prejudicial to the interest of any shareholder. Petitioner claims that Franchise Agreement executed with Rentokil UK and payment of Franchise fees thereunder is unfairly prejudicial to his interest as a grossly depressed EBITA impacts the Relevant Option Price. Petitioner particularly relies on stipulation for provision of 'evidence of the same'. Under Clause 11.1, evidence of contracts and other commercial arrangements was required to be provided to the Petitioner as and when reasonably requested by him until the accounting procedures and processes of the Company were effected. Once accounting procedures and process of the Company were effected, the evidence of such contracts and other commercial arrangements were to be provided to the Petitioner pursuant to Clause 8.2.1(e).
30. Under Clause 8.2.1(e) Petitioner is entitled to receive additional information from the Company in respect of 'quarterly management reports' in accordance with the Management Information System of the Company. Such reports include details of contracts or commercial arrangements between any group member and any member of FCo group. Such reports are to be provided within 45 days of end of each quarter of financial year after the completion date.
31. According to Petitioner, he is entitled to seek all evidence in respect of Franchise Agreement executed with Rentokil UK, which would quell the doubts about any advantage received by the company by paying katkam Page No. 17 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 18/24 907 CARBPL 1659 OF 2026 the franchise fees to Rentokil UK and payment of such franchise fees not being unfairly prejudicial to his interest.
32. Mr. Doctor has submitted that though several other information is also sought for by the Petitioner he is pressing for following documents listed in Annexure-2 to the Petition :-
DOCUMENTS AS LISTED IN ANNEXURE 2 TO THE PETITION Sr. ANNEXURE 2 Documents Sought SHA Clause No. Reference(pg 123 of the Petition)
1. 15 Data relied on and / or submitted to Clause 11.1, 8.2.1, Deloitte for Deloitte to generate the 8.2.1(e), and also Deloitte Report (See Deloitte Report under 8.2.1(h).
Requisitions ANNEXURE 2A to the Petition for details) (Pg. 126 of the [Pg. 186 and 188 of Petition] the - Petition] Note: Break-up of Annexure 2A is attached as Exhibit A to this Note.
2. 3,19 and 20 All information, documents and the Clause 11.1, 8.2.1, underlying agreements relating to 8.2.1(e), and also payments made / received in respect of under 8.2.1(h). RPTs entered into with the Rentokil group ("FCo Group") as reflected in [Pg. 186 and 188 of "Notes to financial statements" for the the - Petition] financial years 2017-18 to 2024-25 under the head "B) Transaction with related parties".
The transactions are particularised at Exhibit Z. [Pg. 485 of the Petition]
3. 11 Market research reports for Clause 11.1, 8.2.1, benchmarking of franchise fees. 8.2.1(e), and also under 8.2.1(h).
The above reports / research has been referred to in the transfer pricing reports [Pg. 186 and 188 of prepared by Deloitte (therefore, these the - Petition] documents exist but are not provided).
katkam Page No. 18 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 :::K 19/24 907 CARBPL 1659 OF 2026 The Transfer Pricing Reports are produced at Exhibit F of the Reply [Pg.
1104 of the Reply). These reports contain a reference to market research reports.
33. Thus, Petitioner essentially seeks data relied on or submitted to Deloitte for generation of its report and breakup of such data is indicated by the Petitioner as under:
Sr. ANNEXURE Entry Head under Reference in the Admittedly the underlying No. 2 Annexure 2A Deloitte Report documents relied upon by Reference(p Deloitte Report in this g 126 of the Regard Petition)
4. 1-5 Evidence of benefits Pg. 246, 256, 257 a. Email communications;
derived on account and 259 of the b. Policy manuals; the service of Petition c. Internal literature;
Branding, innovation d. minutes of call /meeting
and marketing and MIS reports
support allegedly
provided under the (Pg. 246 of the Petition)
Franchise
Agreement.
5. 6-9 Evidence of benefits Pg. 246, 258 and a. Email communications;
derived on account of 259 of the b. Policy manuals;
the service of Petition c. Internal literature;
'Innovation' allegedly d. minutes of call /meeting
provided under the and MIS reports
Franchise
Agreement.
(Pg. 246 of the Petition)
6. 10-18 Evidence of benefits Pg. 246, 260, 261 a. Email communications;
derived on account and 262 of the b. Policy manuals; the service of 'Service Petition c. Internal literature;
planning and d. minutes of call /meeting
execution' allegedly and
provided under the e. MIS reports
Franchise
Agreement. (Pg. 246 of the Petition)
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7. 19-21 Evidence of benefits Pg. 246, 264 and a. Email communications;
derived on account 265 of the b. Policy manuals;
the service of 'Core Petition c. Internal literature;
Enterprise Solutions' d. Tickets raised for
allegedly provided troubleshooting;
under the Franchise e. minutes of call /meeting
Agreement. and
f. MIS reports
(Pg. 246 of the Petition)
8. 22-23 Evidence of benefits Pg. 246 and 267 a. Email communications;
derived on account of the Petition b. Policy manuals;
the service of c. Internal literature;
Finance' allegedly d. minutes of call /meeting
provided under the and
Franchise e. MIS reports
Agreement.
(Pg. 246 of the Petition)
9. 24-25 Evidence of benefits Pg. 247, and 269 a. Email communications;
derived on account of the Petition b. Policy manuals;
the service of 'Global c. Internal literature;
Procurement d. minutes of call /meeting
allegedly provided and
under the Franchise e. MIS reports
Agreement.
(Pg. 246 of the Petition)
10. 26-30 Evidence of benefits Pg. 247, 269 and a. Email communications;
derived on account 270 of the b. Policy manuals;
the service of 'Review Petition c. Internal literature;
and monitoring d. minutes of call /meeting
allegedly provided and
under the Franchise e. MIS reports
Agreement.
(Pg. 247 of the Petition)
11. 31-35 Evidence of benefits. Pg. 247, 271, 272 a. Email communications;
derived on account and 273 of the b. Policy manuals; the service of 'Human Petition c. Internal literature;
resource support d. minutes of call /meeting
allegedly provided and
under the Franchise. e. MIS reports
Agreement.
(Pg. 247 of the Petition)
12. 36-37 Evidence of benefits Pg. 247 and 273 a. Email communications;
derived on account of the Petition b. Policy manuals;
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the service of 'Legal c. Internal literature;
Support allegedly d. minutes of call /meeting
provided under the and
Franchise e. MIS reports
Agreement.
(Pg. 247 of the Petition)
13. 38-40 Evidence of benefits Pg. 247, 248 and a. Email communications;
derived on account 269 of the b. Policy manuals;
the service of ' Petition c. Internal literature;
Learning and d. minutes of call meeting
development support and e. Logs of training
and safety, healthy conducted attendedss
and environment '
allegedly provided (Pg. 247-248 of the
under the Franchise Petition)
Agreement.
34. Perusal of the above details sought for by the Petitioner would indicate that he is clearly intending to conduct a roving inquiry. To illustrate, he seeks evidence of benefits derived on account of various services provided under Franchise Agreement such as:
i) Branding innovation and marketing support, ii) innovation,
iii) service planning and execution, iv) core enterprise solutions,
v) finance, vi) global procurement, vii) review and monitoring,
viii) human resource support, ix) legal support, x) learning and development support.
35. The documents for such evidence in respect of each service sought for by the Petitioner include all email communications, policy manuals, internal literature, minutes of call/meeting and MIS reports. This would indicate that the Petitioner is seeking virtually each and every document in relation to the activities of the Company. Prima facie, I am of the view that the information and documents sought for by the Petitioner do not fit into Clauses 11.1 and 8.2.1 of the SHA.
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36. Apart from the fact that the documents and information requisitioned by the Petitioner do not strictly fit into Clauses 11.1 and 8.2.1 of the SHA, the stage at which the same are sought clearly disentitles the Petitioner from seeking any interim measures. As observed above, Petitioner had raised queries relating to franchise fees paid to Rentokil UK while exercising first and second Put Options in 2023 and 2024. After receipt of relevant information, he acquiesced in the same and exercised the two Put Options. It is for the first time the Petitioner seeks voluminous documents before exercise of third Put Option. Considering the fact that the Petitioner has the knowledge of payment of franchise fees to Rentokil UK since 2018-19 and the fact that he acquiesced in the information provided in 2023 and 2024 while exercising first and second Put Options, in my view, there is no urgency for providing the requisitioned information to the Petitioner at this stage.
37. Petitioner submits that Respondents' refusal to provide requisitioned information and documents is hobbling his ability to formulate the claim. In my view, Petitioner cannot claim urgent interim measures in the form of supply of requisitioned information and documents for the purpose of formulation of quantification of his claim. He can always file application under Section 17 of the Arbitration Act before the Tribunal and seek interim measures. As of now, I do not see any grave urgency for the Petitioner for supply of the requisitioned information and documents. It is not the case of the Petitioner that non- provision of the requisitioned documents is impeding exercise of his third Put Option. It is not known whether the Petitioner is really katkam Page No. 22 of 24 ::: Uploaded on - 25/02/2026 ::: Downloaded on - 25/02/2026 21:27:35 ::: K 23/24 907 CARBPL 1659 OF 2026 interested in exercise of the third Put Option. Respondents have accused absence of bonafide intention on the part of the Petitioner and it is alleged that he is deliberately creating hurdles in exercise of third Put Option with a view to ensure that his shareholding does not fall below 20% and he does not lose participation in management of the Company. Be that as it may. It is not necessary to go into that aspect as this Court is satisfied that the Petitioner has failed to make out any case for grant of urgent interim measures in the form of provision of the requisitioned documents.
38. Petitioner is already provided with the Deloitte Report way back on 12 September 2023. He did not immediately request for underlying information on the basis of which the report is prepared. On the contrary, he exercised his first Put Option after receipt of Deloitte Report. He has been thereafter provided with copy of Franchise Agreement dated 10 April 2019 on 25 September 2024. At this point of time again, he did not seek documents for quantification of franchise fees paid to Rentokil UK and exercised his second Put Option. Considering this conduct of the Petitioner, in my view, no case is made out for making any interim measures at this stage in favour of the Petitioner. Petitioner can invoke arbitration clause and seek constitution of the Arbitral Tribunal and thereafter apply for appropriate interim measures before the Tribunal in the event he faces any difficulties in formulation of his claim. As of now there is no warrant for making any urgent interim measures.
39. The Commercial Arbitration Petition is accordingly dismissed.
There shall be no order as to costs.
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40. However, it is clarified that dismissal of the Petition shall not come in the way of the Petitioner applying for interim measures before the Arbitral Tribunal and the application, if and when made, shall be decided by the Arbitral Tribunal uninfluenced by the observations made in the judgment.
(SANDEEP V. MARNE, J.) Digitally signed by SUDARSHAN SUDARSHAN RAJALINGAM RAJALINGAM KATKAM KATKAM Date:
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