Bombay High Court
Optimus Financial Solution Private ... vs Gvfl Trustee Company Private Limited on 12 March, 2026
Author: Bharati Dangre
Bench: Bharati Dangre
2026:BHC-OS:6674-DB
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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
INTERIM APPLICATION (L) NO. 8844 OF 2026
IN
COMMERCIAL APPEAL (L) NO.8820 OF 2026
Optimus Financial Solution Private .. Applicant /
Limited Appellant
Versus
GVFL Trustee Company Private Limited .. Respondent
...
Mr. Shrey Sancheti a/w Mr. Shreni Shetty, Ms. Nishka Shah, Mr.
Shubham Naik and Mr. Carl Patel, Advocates i/b ANB Legal for the
Applicant.
Mr. Navroz Seervai, Senior Advocate a/w Mr. Pradeep Bakhru, Mr.
Jay Kansara and Ms. Sarejeta Datta, Advocates i/b Wadia Ghandy &
Co. for Respondent No.1.
Mr. Sharan Jagtiani, Senior Advocate a/w Mr. Pradeep Bakhru, Mr.
Jay Kansara, Ms. Sarejeta Datta, Advocates i/b Wadia Ghandy & Co.
for Respondent No.2.
Mr. Prathamesh Nirkhe, (thr VC) i/b Asahi legal for Respondent No.
7. APP for the State.
Mr. Karl Tamboly, a/w Mr. Pradeep Bakhru, Mr. Jay Kansara, Ms.
Sarejeta Datta i/b Wadia Ghandy & Co. for Respondent Nos. 12, 13,
14.
CORAM: BHARATI DANGRE &
MANJUSHA DESHPANDE, JJ.
DATED : 12th MARCH, 2026
ORAL JUDGMENT (PER BHARATI DANGRE):-
1. The present Commercial Appeal raises a challenge to the order passed by the learned Single Judge on 9/03/2026, in Interim Application (L) No. 5834 of 2026, thereby rejecting it by recording a Ashish ::: Uploaded on - 16/03/2026 ::: Downloaded on - 20/03/2026 21:43:59 ::: 2/15 907 IA L 8844-26.doc prima facie opinion that there was no concluded contract, whatsoever between the Plaintiff and Defendant Nos.1 and 2 and no case for grant of any interim relief, in the Commercial Suit filed by the Plaintiff seeking injunction restraining the 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 alleged agreed terms, is made out.
2. Heard learned counsel Mr. Shrey Sancheti for the Appellant and learned Senior Counsel Mr. Navroz Seervai for Respondent No.1, learned Senior Counsel Mr. Sharan Jagtiani, for Respondent No.2, Mr. Prathamesh Nirkhe counsel for Respondent No.7 and Mr. Karl Tamboly counsel for Respondent Nos. 12, 13 and 14.
By consensus, since it is agreed that the Appeal itself shall be taken up for hearing instead of the Interim Application seeking stay to the impugned order, and hence we have heard the rival contentions revolving around the impugned order, which is the subject matter of the Commercial Appeal before us.
3. The plaintiff, Optimus Financial Solution Private Limited (hereinafter referred to as Optimus) is engaged in the business of investing, acquiring, holding and dealing in shares, securities issued by corporate entities filed a Suit by impleading 14 Defendants, the Defendant No.1 being GVFL Trustee Company Private Limited (hereinafter referred to as GVFL Private Limited), the Trustee of GVFL StartUp Fund Trust (GVFL Trust), a registered shareholder of 15,00,00,000 (Fifteen Crore) equity shares of India International Exchange (IFSC) Limited.
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The Defendant No.3, IFSC is alleged to be the country's first international stock exchange, incorporated under the Companies Act, operating from Gandhinagar, Gujarat, as a subsidiary of BSE Limited.
Defendant No. 4. is impleaded as a party to the Suit as the shares of the said company are subject matter of disputed transaction, and whose shareholder arrangements and transfer restrictions directly govern the rights and obligations of the party involved.
Defendant Nos. 5 to 8 were impleaded in their capacity as shareholders of IFSC Limited, whereas Defendant Nos. 9 to 11 are the third parties employed with ICICI Investment Management Company Limited, who are alleged to be involved in facilitating the transfer of the subject shares, despite being aware of the ongoing transaction between the Plaintiff and Defendant No.1. Defendant Nos. 12 to 14 are the officer holding of GVFL and impleaded, on the basis that they were actively involved in the decisions concerning the subject transaction and in facilitating the transfer of the subject shares to third parties and are the persons exercising control and influence over the actions of Defendant no.1.
4. The claim in the plaint is based upon the knowledge gained by the Plaintiff that GVFL is desirous of selling its holding of the subject shares of IFSC Limited and was looking for prospective purchase. Since the Plaintiff was of the view, that it is a lucrative purchase, it expressed interest in purchase of the subject shares from Defendant Nos.1 and 2 and it is a pleaded case of the Plaintiff that they engaged themselves in several discussions, so as to negotiate the terms and conditions of the purchase of the subject shares from Defendant No.1.
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The plaint refer to various such communication in form of emails exchanged right from 6/11/2025, when it expressed its interest to purchase the shares at a proposed price of INR 1.25/- per share which immediately received a response to the effect that they would revert regarding the expression of interest within a week.
On 14/11/2025, email was addressed by the Plaintiff to Defendant No.1 inter alia stating as below:-
"We have completed the Due Diligence of India International Exchange (IFSC) Limited ("India INX"), currently held by GVFL Limited. We are fully aware of the Right of First Refusal (ROFR) Provisions, pursuant to which we are required to issue an offer to BSE and all other non-selling shareholders, and to notify them as stipulated under the Share Purchase Agreement.
We hereby confirm our readiness to purchase the entire 15,00,00,000 equity shares of India International Exchange (IFSC) Limited at a price of Rs. 1.35 per share, in four equal tranches of 3,75,00,000 shares each, amounting to Rs. 5,06,25,000/- (Rupees Five Crore Six Lakh Twenty-Five Thousand Only) per tranche. All tranches will be completed within six months from the execution of the Deed of Adherence and any other document as may be required or advised by our legal counsel. The first tranche shall be executed on the date of signing registration of the Deed of Adherence and other required documents. The subsequent tranches shall follow at intervals of two months each from the completion of the first tranche.
Kindly let us know your concurrence. Should you be positive, we would be pleased to meet you in person at your office on 19/11/2025 or 20/112025."
5. The above email received a response from GVFL intimating that the date of meeting shall be confirmed and accordingly meeting is alleged to be fixed.
On 22/11/2025 an email is addressed by the Plaintiff to Defendant No.1 submitting a preliminary and non-binding expression Ashish ::: Uploaded on - 16/03/2026 ::: Downloaded on - 20/03/2026 21:43:59 ::: 5/15 907 IA L 8844-26.doc of interest for acquiring the shares at the set out price per share and also outlining the commercial terms subject to satisfactory due diligence, internal approvals and execution of definitive agreements. It was also indicated that if the aforesaid terms are acceptable, GVFL Ltd shall share the documents or information relating to the latest shareholding pattern of India INX or any Shareholders agreements governing rights or restrictions.
6. As per the pleadings in the plaint, there was back and forth exchange of communication between the Plaintiff and the Defendant No.1, with an email being addressed to GVFL Ltd providing a fresh offer as indicated in its communication clearly stating thus:-
"This communication represents a bona fide commercial proposal but remains non-binding and subject to the execution of definitive agreements".
7. The emphasis of the Plaintiff was on the steps suggested by GVFL Ltd, to the Plaintiff, accepting the offer and directing it to start the process for opening of an Escrow account with its affiliates. On 1/11/2025, three post dated cheques for the transactions were asked for and one Mr. Ayush was under instructions to forward the documents, which were sought along with the copy of the Deed of Adherence (DOA) and "Fit and Proper decoration document".
By this communication the Plaintiff was directed to be in touch with Ayush for completing the formalities.
As a followup on 3/12/2025, GVFL Ltd forwarded the letter for opening the Escrow account with a request to fill the relevant details.
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8. GVFL on 4/12/2025 is alleged to have intimated about the circulation of Right of First Refusal (ROFR) notice to India INX Shareholders and was asked to share its brief profile of financial solution along with the KYC documents, which resulted into a followup as the Plaintiff forwarded the Board Resolution Copy authorizing one Rajan Bhimsi Nisar from Optimus Financial Solutions for said India INX Deal for its signature, execution and registration of definitive agreements and deeds.
Four copies of postdated cheques drawn in favour of GVFL StartUp Fund Trust were also forwarded.
It is a pleaded case of the Plaintiff that on 4/12/2025, GVFL Trustee Company Pvt Ltd Defendant No.1, forwarded the transfer notice under clause 6.2- Right of First Refusal to the Board of Directors of IFSC Ltd i.e. Respondent No.3 and to all the eligible Shareholders of India INX holding 5% or more of the paid-up equity share capital namely; Defendant Nos.4 to 8 with regards to the Amended and Restated Shareholders Agreement dated 29/12/2021 (SHA). It is this document which forms the bone of contention between the parties and we would be referring to the same in detail when we deal with the claim of the Plaintiff and the reasoning adopted by the learned Single Judge in refusing the relief as prayed for in the Interim Application. According to the Plaintiff, this was followed by a second notice issued under clause 6.2 of ROFR to the Board of Directors of IFSC on 10/12/2025.
This was followed by an email from the Plaintiff to GVFL seeking its update on India INX deal and inquiring as to when can they expect resolution, which received a response on 27/1/2026 Ashish ::: Uploaded on - 16/03/2026 ::: Downloaded on - 20/03/2026 21:43:59 ::: 7/15 907 IA L 8844-26.doc stating thus:-
'We would like to thank you for your interest in purchasing India INX shares. We received interest from multiple financial investors. All offers were placed before the Committee.
The Committee reviewed each offer on merit and has ranked Optimus bid as the second best offer.
We will reach out to you if Bidder 1 fails to honor his commitment within 10 days.'
9. The Plaintiff responded to this and in the plaint made a grievance that GVFL has created third party rights by entering into share purchase agreements with 12 different third parties for the transfer of subject shares, thereby acting in breach of the arrangement entered between the parties for acquiring 15 Crores Equity Shares, despite the fact that the Plaintiff had commenced the process of creating an Escrow account and had taken steps for completion of the transaction but in breach thereof, the Defendant No.1 had commenced the transaction of acquisition of equity shares with a third party.
This objection was clearly recorded from an email addressed by the Advocates of the Plaintiff to GVFL Limited on 13/02/2026 calling upon them to forthwith transfer the sale of shares on the basis of the agreed terms.
10. On 15/02/2026, the Plaintiff instituted the Suit praying for the following reliefs :-
"(a) That this Hon'ble Court be pleased to pass a decree of specific performance directing Defendant No.1 and 2 to specifically perform the contract as contained in emails dated 6th November 2025 (Exhibit A) read with email dated 22nd November 2025 (Exhibit C) read with email dated 1st December 2025 (Exhibit E) by transferring the subject Shares;
(b) In addition to specific performance this Hon'ble Court pass a decree Ashish ::: Uploaded on - 16/03/2026 ::: Downloaded on - 20/03/2026 21:43:59 ::: 8/15 907 IA L 8844-26.doc directing Defendant Nos.1, 2, 12, 13 and 14 to jointly and severally pay an amount presently quantified at 40,50,00,000/- (Indian Rupees Forty Crores Fifty Lakhs only) or the losses suffered on account of the said Defendants' breach, including (i) the cost of funds arranged, (ii) transaction and due-diligence expenses incurred, (iii) the monetary value of internal resource deployment, (iv) the opportunity cost arising from foregone alternative investments, and (v) the value of committed capital rendered unproductive; alongwith interest accrued thereon at the rate of 18% per annum from the date of filing of the present Suit till the payment or realisation thereof, as more particularly set out under the Particulars of Claim, or such other sum as this Hon'ble Court may deem fit;"
11. The Interim Application No. (L) No. 5834 of 2026, filed in the Suit sought an ad-interim order restraining the Defendant Nos.1 to 14, their agents, representatives, and assigns from transferring, alienating, encumbering, or otherwise dealing with 15,00,00,000 (Fifteen Crore) equity shares of Defendant No.3 to any third party and a direction was specifically sought against Defendant Nos.1 and 2 as regards performance of its obligations under the terms recorded in the ROFR Notices dated 4/12/2025 and 10/12/2025, and to complete the transfer of the Sale Shares to the Plaintiff in accordance with the Shareholders Agreement.
12. By the impugned order passed on 9/03/2026, the relief claimed for was refused with the following reasoning of the learned Single Judge:-
"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 communication Ashish ::: Uploaded on - 16/03/2026 ::: Downloaded on - 20/03/2026 21:43:59 ::: 9/15 907 IA L 8844-26.doc 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."
13. The case of the Appellant/the Plaintiff seeking specific performance is premised on a concluded binding contract evidenced through the email correspondence exchanged between the Plaintiff and the Defendants and in specific Defendant No.1. This claim of the concluded binding contract, was strongly refuted by the Defendants by clearing that there is no concluded binding contract whatsoever and mere addressing of email correspondence, invoking interest in the manner in which it had been done, does not entitle the Plaintiff to seek specific performance.
We have specifically referred to the correspondence exchanged between the Plaintiff and the Defendants, to note that the Defendant No.1 had acknowledged the receipt of the Plaintiff's offer and also requested the Plaintiff to initiate the process by taking necessary steps but the careful reading of the email communications do not lead to coming into existence of a valid, binding or concluded contract or Ashish ::: Uploaded on - 16/03/2026 ::: Downloaded on - 20/03/2026 21:43:59 ::: 10/15 907 IA L 8844-26.doc agreement between the Plaintiff and Defendant Nos.1 and 2. The instruction given by the Defendants requesting the Plaintiff to take certain steps for instant opening of an Escrow account and to provide copies of postdated cheques was solely for the purpose of assessing the genuineness of the offer of the Plaintiff towards the proposed transfer of the subject shares, but there is no conclusive statement on part of the Defendant accepting the offer of the Plaintiff.
The communication would clearly reveal that the Plaintiff was aware of the ROFR obligations and the mechanism set out in the Shareholders Agreement entered into by the Defendant No.2 through Defendant No.1 with Defendant Nos.4 to 8 and the other Shareholders and this is evident from the contents of the emails addressed by the Plaintiff to the Defendant and the one addressed by the Defendant to the Plaintiff responding thereto.
14. The most important document which is a part of the Plaint is the transfer notice issued by Defendant No.1 in furtherance of clause 6.2 of the Amended and Restated Shareholders' Agreement dated 29/09/2021 and, it being addressed to the Board of Directors of IFSC Ltd and also to the eligible Shareholders of India INX holding 5% or more of the paid-up equity share capital, clause 6.2 being a clause pertaining to 'Right of First refusal' executed between IFSC Ltd and Defendant No.4 to 8. The transfer notice issued to all eligible non- selling Shareholders, offered the details of proposed transfer as below:-
Particulars Details
Name of Transferring GVFL Trustee Company Private
Shareholder Limited (Trustee of GVFL Start
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Up Fund Trust)
Number of Shares proposed to 7,50,00,000 (Seven crore and
be transferred ("Transfer fifty lakhs) fully paid-up equity
Shares") shares of ₹ 1 each
Percentage of total equity 2.81% of paid-up share capital of
the Company
Proposed Consideration /Price ₹ 1.35 (Rupees One and Thirty-
per five paise only) per share
Share
Total Consideration ₹ 10,12,50,000 (Rupees Ten crore
twelve lakhs and fifty thousand
only)
Proposed Transferee ("Third Optimus Financial Solution
Party Purchaser") Private Limited and its
Affiliates. HNI/Family office
15. A perusal of the above would reveal that the proposed transferee was described as Optimus Financial Solutions Pvt Ltd and its affiliates (Plaintiff) along with High Network Individual/family office. The offer to the non-selling Shareholders was as Below:-
"2. Offer to Non-Selling Shareholders In accordance with Clause 6.2.2 of the SHA, GVFL hereby offers to sell the Transfer Shares to the Non-Selling Shareholders on the same terms and conditions (including price and payment terms) as offered to the Third-Party Purchaser Each Non-Selling Shareholder shall have the right (but not the obligation) to purchase on Pro-Rata ROFR Entitlement."
16. Clause 3 also contained the timelines for response, by providing that the non-selling Shareholders may exercise their ROFR by delivering a written acceptance notice to GVFL within 30 days Ashish ::: Uploaded on - 16/03/2026 ::: Downloaded on - 20/03/2026 21:43:59 ::: 12/15 907 IA L 8844-26.doc from the date of receipt of the Transfer Notice and if a non-selling Shareholder declines or fails to exercise its right within the offer period, the remaining non-selling Shareholders who had exercise their rights within 7 days thereafter, shall elect to purchase the balance unaccepted Shares. The completion of transfer was also set out in the following manner:-
"4. Completion of Transfer If one or more Non-Selling Shareholders exercise their ROFR, GVFL shall complete the sale of such shares within 60 (sixty) days from receipt of Acceptance Notice (or within 90(ninety) days if regulatory approvals are required) as per Clause 6.2.4 of the SHA.
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, GVFL shall be entitled to transfer all of the Transfer Shares to the Third-Party Purchaser on terms no more favourable than those offered herein, in accordance with Clause 6.2.5 of the SHA."
17. After the said offer was made on 27/01/2026 the Defendant No.1 addressed the communication to the Plaintiff by stating as below:-
"We would like to thank you for your interest in purchasing India INX shares. We received interest from multiple financial investors. All offers are placed before the Committee.
The committee reviewed each offer on merit and has ranked Optimus bid as the second best offer.
We will reach out to you if Bidder 1 fails to honor his commitment within 10 days".
18. The aforesaid is indicative of the fact that along with the plaintiff others had also expressed their interest in purchase of India INX Shares and after placing it before the Committee, it had scrutinized the offers on merits and had ranked the Plaintiff as second best offer.
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19. What is surprising to note is the response of the Plaintiff on 28/01/2026, when it communicated as below:-
"Thank you for the update and for the transparency in sharing the Committee's decision. We appreciate being consider and the opportunity to participate in the process.
While we understand market dynamics, in our experience it is relatively uncommon for a superior offer to fall through purely on commitment. That said, we do recognise that, on occasion, anomalous or non-representative pricing may emerge.
As communicated, we are willing to hold our transaction position for the next 10 days. However, we would like to highlight that GVFL, as an institution, along with us, has already invested significant time, effort, and internal bandwidth, including detailed diligence and internal approvals. Any committed capital carries a cost of funds, and with transactions of this nature, it is prudent for all parties to adhere to defined processes and timelines.
Niraj will be travelling to Ahmedabad shortly for another meeting. If convenient, we would be glad to explore the possibility of scheduling an in-person discussion at the GVFL office to align on next steps and expectations."
20. Had it being the case that there was concluded contract with no further agreement being required to be executed or no further steps to be taken for its completion, the response of the Plaintiff would have been definitely different than what it was.
Never did the Plaintiff adopted a stand that it was not open for the Defendant to place it on the second position, as there was an existing concluded contract but rather the Plaintiff thanked the Defendant for affording an opportunity to participate in the process and also expressed to hold its bid till 4/03/2026. Pertinently, it categorically states that in case the Defendant is intended to execute the transaction prior to the above date, minimum 7 working days shall be allowed to reroute the funds.
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The aforesaid communication is clearly indicative that there was no concluded contract between the parties and the plaintiff was conscious that it was only one of the party who gave the offer and nothing more than that.
21. The claim of the Plaintiff is therefore based upon the email communications and the understanding reflected through the same, which in our opinion do not contemplate an executed final contract as the communication did not create any binding agreement of the arrangement agreed between the parties. A mere reference to a future formal contract definitely do not prevent a binding bargain between the parties and when the parties are desirous of executing a document reflecting such a contract, definitely there is no concluded contract, that has come into existence.
22. In the case of Trimex International FZE Limited Dubai vs. Vedanta Aluminum Limited, India1, it is held that if a contract is concluded either orally or in writing, the mere fact that a formal contract has to be prepared and initial by the parties would not affect either the acceptance of the contract entered into or implementation thereof, even if the formal contract has not been initiated or executed.
However, from the communication exchanged between the parties, we do not find any finality attached to the correspondence and infact the learned counsel for the Appellant had clearly conceded to the fact that though there was a draft MOU exchanged, the same was never finalized.
From the nature of correspondence exchanged between the parties, though we have noted that certain steps were directed to be 1 (2010) 3 SCC 1 Ashish ::: Uploaded on - 16/03/2026 ::: Downloaded on - 20/03/2026 21:43:59 ::: 15/15 907 IA L 8844-26.doc taken by the Plaintiff, for commencing the process of acquiring the shares of India International Exchange IFSC, currently held by GVFL Limited, and it advanced to the process of creation an Escrow account, there was no finality gained to the said steps and in fact, it is evident that it is not the Plaintiff, who was the sole party exhibiting interest in the transaction and even the Plaintiff was conscious and aware of the same.
It is also worth to note and as contended by Mr. Seervai even before the learned Single Judge that Defendant Nos.1 and 2 had already entered into 12 valid and binding share purchase agreements, each dated 27/01/2026 with various third parties for transfer of the shares and since the position had become irreversible with the involvement of the third parties, the Single Judge has rightly refused the interim relief sought in form of a restrain order restraining the defendants from dealing with 15,00,00,000 equity shares and directing Defendant Nos.1 and 2 to perform its obligations in the terms recorded in the ROFR Notices and to complete the transfer of Sale shares.
Finding no legal infirmity in the impugned order and the conclusion arrived at, we dismiss the appeal.
(MANJUSHA DESHPANDE, J.) (BHARATI DANGRE, J.) Ashish ::: Uploaded on - 16/03/2026 ::: Downloaded on - 20/03/2026 21:43:59 :::