Atul Manish Manubhai Patel vs Narendra Hiranandani

Arbitration Petition (L) No.29372 of 2026 has been filed by the Petitioner under Section 9 of the Arbitration and Conciliation Act, 1996. By this Petition, the Petitioner is seeking urgent interim protection against the Respondent so that the Respondent does not commit any breach of the confidentiality obligations contained in the Agreement dated 27 October 2025 entered into between the Petitioner and the Respondent.

Arbitration Petition (L) No.29422 of 2026 has been filed under Section 9 of the Arbitration and Conciliation Act, 1996. The Petitioner seeks urgent interim measures for protecting his security and monetary claim of ₹2,20,00,000/- arising from the Loan and Security Agreement dated 27 October 2025. Under the said Agreement, the Minkasu Options held by Respondent No.1 were contemplated to be given as security for the amount advanced by the Petitioner. According to the Petitioner, despite repeated requests, Respondent No.1 has neither refunded the amount nor provided any document showing that such security was created or continues to exist. The Petitioner seeks protection in respect of the said alleged security and such other interim measures as may be required for protecting the subject matter of the arbitration.

In the year 2025, the Respondent approached the Petitioner and expressed his desire to invest in Minkasu, Inc. At that time, the Petitioner was in need of funds for his personal requirements. The Petitioner agreed to the request made by the Respondent. On 27 October 2025, the Petitioner and the Respondent entered into an Agreement. Under the said Agreement, the Respondent advanced an amount of ₹2,20,00,000/- to the Petitioner as a friendly and interest-free loan. The loan was secured against 40,000 stock options of Minkasu, Inc. held by the Petitioner. As per the terms of the Agreement, the loan was to become repayable only upon the occurrence of the "Sale Event". Clause 7 of the Agreement contains confidentiality obligations concerning the disclosure, publication or sharing of the existence, terms and contents of the Agreement. According to the Petitioner, on 10 August 2026, the Respondent committed a clear breach of the confidentiality obligations contained in the Agreement. The Respondent issued a Legal Notice and addressed and communicated the same to Mr. Anbu Gounder and Mr. Naveen Doraiswamy, who are stated to be the Promoters, Founders and persons in control of Minkasu, Inc. By doing so, the Respondent allegedly disclosed and shared the existence, terms and contents of the Agreement with third parties who were not parties to the Agreement. The Respondent demanded repayment of the amount contrary to the terms of the Agreement. He made allegations against the Petitioner which, according to the Petitioner, were false and disparaging. The Respondent expressly threatened to make disclosure of the existence, terms and contents of the Agreement to third parties.

On 14 August 2026, the Petitioner, through his Advocates, issued a Reply to the Respondent. In the said Reply, the Petitioner strongly objected to the alleged unauthorised and wrongful disclosure and called upon the Respondent not to commit any breach of the Agreement. According to the Petitioner, although the Respondent received the said Reply, he has not given any undertaking or assurance that he would not make any disclosure. The Petitioner states that he has an immediate and reasonable apprehension that the Respondent may continue to breach the terms of the Agreement, including the confidentiality obligations contained therein. Clause 8 of the Agreement contains an arbitration clause. It provides that disputes arising out of or in connection with the Agreement shall be referred to a sole arbitrator and that the seat and place of arbitration shall be Mumbai. Clause 9 provides that the Courts in Mumbai shall have exclusive jurisdiction in respect of matters arising out of the Agreement. The Petitioner has approached this Court by filing Arbitration Petition (L) No.29372 of 2026.

In or around August 2025, the Petitioner again came into contact with Respondent No.2. Respondent No.2 introduced Minkasu to the Petitioner and represented that the proposed investment was a genuine investment opportunity. On 8 October 2025, Respondent No.2 represented to the Petitioner that a meeting with Respondent Nos.3 and 4 had been arranged at the Global Fintech Fest at BKC. Relying upon this representation, the Petitioner registered for the said event and paid the required registration fees, for the purpose of meeting Respondent Nos.3 and

However, Respondent No.2 did not arrange or facilitate the said meeting. On 9 October 2026, Respondent No.2 again represented that a meeting with Respondent Nos.3 and 4 had been arranged at the Bay Club, BKC. The Petitioner once again made available for the proposed meeting. However, that meeting was cancelled and no meeting between the Petitioner and Respondent Nos.3 and 4 took place. Thereafter, on 27 October 2025, the Petitioner and Respondent No.1 entered into the Loan and Security Agreement for an amount of ₹2,20,00,000/-. On 1 November 2025, in accordance with the said Agreement, the Petitioner advanced ₹2,20,00,000/- to Respondent No.1 through RTGS. Prior to advancing the amount, on 9 October 2025, the Petitioner had sought meetings with Respondent Nos.3 and 4, who are stated to be the promoters of Minkasu, so that he could independently verify the proposed investment. However, those meetings did not take place. Thereafter, during the Petitioner's visit to San Francisco in March 2026, Respondent Nos.1 and 2 again assured the Petitioner that they would arrange a meeting between him and Respondent Nos.3 and 4. Relying upon this assurance, the Petitioner kept two dates freeally for attending the proposed meeting. However, despite the repeated assurances, Respondent Nos.1 and 2 again failed and/or refused to arrange the meeting or facilitate any direct communication between the Petitioner and Respondent Nos.3 and 4.

On 28 July 2026, Respondent Nos.1 and 2 furnished a Note along with certain letters dated 27 July 2026 issued by Minkasu and signed by Respondent No.3. According to the Petitioner, none of these letters or documents established, evidenced or constituted the Stock Option Agreement which was contemplated and referred to in the Loan and Security Agreement. Thereafter, on 10 August 2026, the Petitioner issued a Demand Notice calling upon Respondent Nos.1 and 2 to refund the amount of ₹2,20,00,000/-together with applicable interest. On 14 August 2026, Respondent No.1 issued a Reply. In the said Reply, Respondent No.1 admitted receipt of the amount but refused to repay the same. Respondent No.1 alleged that the Petitioner had committed a breach of the confidentiality obligations contained in the Agreement. In these circumstances, the Petitioner has approached this Court by filing the present Arbitration Petition.

Mr. Kapadia, learned Advocate for the Petitioner submits that Minkasu, Inc. is a reputed company engaged in developing a biometric based payment security platform. It has obtained six granted patents in relation to its technology, including patents in the United States of America and India. According to the Petitioner, the company is at an important stage of raising funds from well known venture capital funds, at a time when raising funds has become increasingly difficult. It is submitted that one important reason for including confidentiality obligations in the Agreement was to ensure that sensitive information was not disclosed to any third party. Such disclosure, according to the Petitioner, could affect the Petitioner and Minkasu, Inc., including its valuation and its efforts to raise funds. The Petitioner submits that the unauthorised disclosure of the existence, terms and details of the Agreement to the persons controlling Minkasu, Inc. has put the Petitioner in a difficult position. According to the Petitioner, such disclosure has caused unnecessary prejudice and has affected the trust placed in him in his existing professional and commercial dealings with Minkasu, Inc. and its management.

The Petitioner submits that, in the Notice, the Respondent has made, false and unsupported allegations against the Petitioner and concerning his dealings with Minkasu, Inc. According to the Petitioner, the Respondent has attempted to show that the transaction and the Petitioner's dealings with Minkasu, Inc. were fraudulent, without producing or even referring to any material in support of such allegations. The Petitioner submits that these allegations are false, baseless and malicious and have no proper foundation. It is submitted that the allegations appear to have been made with the intention of damaging the Petitioner's reputation, affecting his credibility and causing prejudice to his position amongst persons with whom he has professional and commercial dealings. According to the Petitioner, the circulation of such allegations was unnecessary and has increased the prejudice and injury caused to him.

The Petitioner submits that the injury caused by the Respondent's alleged unlawful acts cannot be measured in money. According to the Petitioner, his reputation, goodwill and commercial relationships have been affected and may suffer if the Respondent continues to disclose, publish or circulate the existence, terms and contents of the Agreement and the allegations made against him. The Petitioner submits that if such information and allegations are circulated to third parties, it would cause continuing and irreparable injury to him, for which monetary compensation would not be an adequate remedy. The Petitioner submits that the confidentiality obligation contained in the Agreement is an important right of the Petitioner. According to him, this obligation forms part of the substantive rights in dispute between the parties.

Mr. Karl Tamboly, learned Advocate for the Respondent submits that, although he had paid ₹2.20 Crores to the Petitioner and the Petitioner had represented that he held stock options under the Stock Option Agreement, the Petitioner has failed and neglected to provide a copy of the Stock Option Agreement to the Respondent. According to the Respondent, the Petitioner's refusal to provide the said Agreement and his failure to arrange a meeting between the promoters of Minkasu Inc. and the Respondent show the mala fide nature of the Petitioner's conduct. The Respondent submits that this is important because, without seeing the Stock Option Agreement, it was not possible for him to know the nature, terms, extent, ownership, transferability and enforceability of the stock options which were said to have been given as security. In these circumstances, the Respondent submits that he was entitled, and was required, to make proper enquiries and seek clarification from persons or entities connected with the alleged security, including the promoters of Minkasu Inc. According to the Respondent, the legal notice dated 10 August 2026 was addressed to the Petitioner as well as the promoters of Minkasu Inc. The Respondent submits that the notice was issued for a legitimate purpose. According to him, the purpose was to ascertain the actual position regarding the stock options which the Petitioner had represented as having been given as security and to protect his legitimate financial and interests.

The Respondent submits that the legal notice dated 10 August 2026 was addressed, amongst others, to the promoters of Minkasu Inc. at the registered address of Minkasu Inc. in the United States of America. He submits that the said promoters are directors of Minaksu Pay India Pvt. Ltd., which is a subsidiary of Minkasu Inc., the legal notice was addressed to the said promoters at the Indian address of MinaksuPay India Pvt. Ltd. According to the Respondent, the notice was thus sent to persons who had a direct connection with Minkasu Inc., which was the alleged issuer of the stock options relied upon by the Petitioner. The Respondent submits that the notice was sent only for the purpose of finding out the true position concerning the stock options and for protecting his and financial interests. The Respondent submits that the legal notice dated 10 August 2026 cannot be treated as a disclosure of the Agreement, as alleged by the Petitioner. According to the Respondent, the notice was issued bona fide and in good faith for asserting and enforcing his rights under the Agreement. He submits that the notice was connected with the transaction contemplated under the Agreement. It is submitted that such notice was necessary because it was the Petitioner who had represented that he held stock options of Minkasu Inc. under the Stock Option Agreement and that those stock options were given as security for the ₹2.20 Crores advanced by the Respondent. The Respondent submits that, having made such representation and having obtained the amount on the basis of that representation, the Petitioner cannot now describe the Respondent's bona fide steps to verify and enforce his rights as a breach of confidentiality.

The Respondent submits that the Petitioner cannot withhold the very document on which the alleged security was based and at the same time contend that the Respondent was not permitted to make reasonable and necessary enquiries regarding that security. According to the Respondent, the Petitioner placed the Stock Option Agreement and the stock options of Minkasu Inc. at the centre of the transaction and represented them as security for the amount advanced., the Petitioner cannot at the same time prevent the Respondent from verifying the rights and interests which were represented to him as being available as security. The Respondent submits that the promoters of Minkasu Inc. were not strangers or unrelated third parties. According to him, they had a direct connection with the stock options and with the arrangement relied upon by the Petitioner. The communication with them was connected with the subject matter of the Agreement and with the security represented by the Petitioner. The Respondent submits that the communication was not made unnecessarily or to the public at large. It was addressed only to persons who were connected with the very asset which, according to the Petitioner, had been offered as security.

The Respondent denies all the allegations made by the Petitioner and submits that the Petitioner must prove each of his allegations. The Respondent submits that the Stock Option Agreement referred to in the Agreement was the basic foundation of the entire transaction. According to him, the stock options granted to the Petitioner by Minkasu Inc. under the Stock Option Agreement were offered to the Respondent as security, against which the Respondent advanced ₹2.20 Crores to the Petitioner. The Respondent submits that, despite repeated requests and demands, the Petitioner has failed to provide a copy of the Stock Option Agreement. According to the Respondent, this shows that the Petitioner had misrepresented and/or suppressed important facts regarding the Stock Option Agreement when the Agreement between the parties was entered into and thereby induced the Respondent to advance ₹2.20 Crores.

The submissions made by the Petitioner in Arbitration Petition (L) No. 29422 of 2026 are similar to the submissions made by the Respondents in Arbitration Petition (L) No. 29372 of 2026. The submissions made by the Respondents in Arbitration Petition (L) No. 29422 of 2026 are substantially similar to the submissions advanced by the Petitioner in Arbitration Petition (L) No. 29372 of 2026.

I have considered the pleadings and submissions of both sides. It appears that both the Petitions are coming out of the same transaction. However, the nature of protection asked in both Petitions is different. In Arbitration Petition (L) No.29372 of 2026, the main grievance of the Petitioner is that the Respondent has breached the confidentiality condition in the Agreement. In Arbitration Petition (L) No.29422 of 2026, the main grievance is regarding the amount of ₹2,20,00,000/- and the stock options which were stated to be kept as security for the said amount.

At the outset, there is no dispute regarding execution of the Agreement dated 27 October 2025. The Agreement records that the Borrower was holding stock options granted by Minkasu Pay Inc. under the Stock Option Agreement dated 1 March 2022. It is recorded that the said Minkasu Options were to be kept as security for repayment. The loan amount of ₹2,20,00,000/- is recorded in the Agreement., for the purpose of deciding these interim Petitions, the existence of the Agreement and the basic transaction between the parties is not in dispute.

The first question which arises is whether the Petitioner in Arbitration Petition (L) No. 29372 of 2026 has placed sufficient material to show that the Respondent acted contrary to the confidentiality condition of the Agreement. On considering the material before me, I find that the Petitioner has made out a case in this regard.

Clause 7 of the Agreement is clear. It provides:

The said clause considers disclosure for tax filing, audit, regulatory or legal compliance. Even for such disclosure, the clause requires prior written consent of the other party. Clause 7 does not require any complicated interpretation. The parties had agreed that the Agreement would remain private. They had agreed that its existence, terms and contents would not be disclosed or shared with any third party without prior written consent of the other party.

The Respondent does not dispute that the Legal Notice dated 10 August 2026 was addressed, amongst others, to the founders and promoters of Minkasu Inc. His case is that these persons were connected with Minkasu and were not strangers. According to him, the Notice was sent to them for checking and verifying the stock options. This may explain the reason for contacting them. However this explanation cannot prevail over the plain words of Clause 7. The clause uses the words “any third party”. There is no exception in the Agreement permitting disclosure merely because such third party is a promoter or founder of the company whose stock options are connected with the transaction. The disclosure was not only some passing reference to the Agreement. The Legal Notice referred to the Agreement, the amount of ₹2,20,00,000/-, the stock options and the Stock Option Agreement. Paragraph 6 of the Notice states that the Petitioner had “executed an agreement dated October 27, 2025” and had advanced ₹2,20,00,000/-. It states that Noticee No.1 had represented that he held stock options under the Stock Option Agreement dated 1 March 2022 and that those options would serve as security. Thus, important details of the transaction were communicated to persons who were not parties to the Agreement.

Therefore, the disclosure was not confined to some general information regarding the dispute between the parties. The important terms of the Agreement were communicated to persons who were outside the Agreement. The Reply dated 14 August 2026 states that by addressing and marking the Notice to the founders and promoters of Minkasu, the Respondent had “disclosed the very existence of the Agreement to third parties”. Thus, even from the Respondent's own explanation, the communication to the founders and promoters was deliberate.

I have considered the Respondent's submission that he had a genuine reason for making enquiries because the Stock Option Agreement dated 1 March 2022 was not supplied to him. There is some substance in this grievance. A person who claims to have advanced ₹2.20 Crores against stock options would want to know whether those stock options exist and what rights are connected with them., the concern of the Respondent cannot be said to be imaginary. The Agreement records that the Borrower was holding the options and that the options would serve as security. But this does not answer the separate issue of confidentiality. A party may have a genuine grievance that the other party has not supplied some document or has not performed some part of the Agreement. Even in such a situation, the party remains bound by the other obligations which he had accepted under the same Agreement. Here, the parties had expressly agreed to keep the Agreement private. Clause 7 does not say that the Agreement could be disclosed to persons who have commercial connection with the security. Such an exception cannot be added by the Court when the written Agreement does not contain it.

The Respondent has relied upon his allegation that the Petitioner deliberately failed to provide the Stock Option Agreement and thereby misled him into advancing the money. This allegation will require evidence. The Legal Notice contains allegations of “dishonest inducement, fraudulent misrepresentation, breach of trust and wrongful retention of funds” and refers to what is described as a “Ponzi-type investment arrangement”. The Petitioner has strongly denied these allegations and has stated that the Agreement was entered into voluntarily after making enquiries and considering the transaction.

At this stage, I am not deciding whether the allegations of fraud, misrepresentation, or inducement are true or false. Such questions require evidence and can be considered in appropriate proceedings, including the arbitral proceedings. For deciding the present interim relief certain facts are clear from the documents. There is a written Agreement. There is a confidentiality clause in the Agreement. A Legal Notice containing particulars of the Agreement was addressed to third parties. The later dispute between the parties cannot remove or change these facts appearing from the record.

In his own Reply, the Respondent states that Clause 7 “stipulates that neither party shall disclose, publish, circulate, communicate or otherwise share the contents, terms or even the existence of the Agreement, or any information relating thereto, with any third party without the prior written consent of the other party.” Even after stating this, the Respondent says that the disclosure was justified because the persons receiving the Notice were promoters of Minkasu. I am unable to accept this explanation as sufficient to defeat the Petitioner's prima facie case. The reason for sending the communication may be considered at the final stage. But for the present, it does not remove the restriction contained in Clause 7.

I find that the apprehension of the Petitioner regarding disclosure cannot be treated as imaginary. The Legal Notice was not limited only to asking for some documents. It contained allegations against the Petitioner. It stated that, if the demands were not complied with, appropriate civil, criminal and regulatory proceedings would be initiated. Paragraph 24 of the Notice refers to possible complaints before competent Courts and police authorities. In such circumstances, there is a reasonable possibility that the dispute and the contents of the Agreement may be communicated to other persons.

The Petitioner has stated why he apprehends prejudice. The Reply dated 14 August 2026 records the Petitioner's case that Minkasu Inc. is engaged in developing a biometric based payment security platform, has six granted patents and was at that time raising capital. It is stated that disclosure of sensitive information regarding the transaction could affect the company, its valuation and its fund raising efforts. Whether the entire commercial loss claimed by the Petitioner is ultimately proved is a matter for final adjudication. At the present stage the apprehension that disclosure may cause commercial prejudice cannot be said to be without basis.

In these circumstances, the balance of convenience is in favour of protecting the confidentiality which the parties had agreed to maintain. An injunction against disclosure does not decide whether the Respondent was right or wrong in issuing the Legal Notice. It does not decide the financial dispute between the parties. It only requires the Respondent to follow the confidentiality obligation which he had accepted under the Agreement.

I find that the Petitioner in Arbitration Petition (L) No.29372 of 2026 has made out a prima facie case of breach of Clause 7. The Petitioner is accordingly entitled to protection against disclosure of the Agreement and its contents to third parties, pending commencement of the arbitral proceedings and orders therein.

The prayer seeking restraint against “false, frivolous, or disparaging statements” requires separate consideration. The Legal Notice contains allegations. It refers to “fraudulent misrepresentation”, “criminal breach of trust”, “misappropriation” and a “Ponzi-type investment arrangement”. The Petitioner strongly denies these allegations and states that the same have affected his reputation.

However, the Court has to be careful before passing a wide order preventing every statement which one party may consider false or disparaging. At present, there is a dispute between the parties regarding the transaction. In my view, the proper interim protection is to enforce the clear confidentiality condition and to prevent disclosure or circulation of the Agreement and confidential information contrary to Clause 7. A general order covering every statement which may be made in future would go beyond what is required for protecting the Petitioner's right.

So far as the prayer seeking restraint against the Respondent from taking steps pursuant to the Legal Notice dated 10 August 2026 is concerned, I do not find it proper to grant such prayer in its wide form. The Notice has been issued. The Respondent cannot be prevented from taking such legal remedy as may be available to him regarding his grievance. A party cannot be stopped from approaching a competent forum merely because the other party disputes his claim. What can be prevented is disclosure which is contrary to Clause 7.

I now consider Arbitration Petition (L) No. 29422 of 2026. The main case of the Petitioner is that the stock options were given as security and that the Stock Option Agreement dated 1 March 2022 has not been produced. The Agreement between the parties records that the Borrower was holding the Minkasu Options and that the said options were to serve as security. Clause 3 states that the loan would be secured against the Borrower's rights and entitlements in the Minkasu Options. It provides that, until repayment, the Borrower shall not transfer, encumber or dispose of his interest in those options without prior written consent. Therefore, there is protection in favour of the Lender regarding the stock options. However, there is an important part of the same clause which cannot be ignored. It states:

This part of the Agreement is important while considering the reliefs sought by the Petitioner. The parties have used the word “security”, but at the same time they have clearly agreed that such security would remain only a personal covenant. They have agreed that it would not become a pledge, lien, transfer or charge over the foreign security. the Court cannot convert the arrangement into a legal charge or pledge when the Agreement says that it is not such a charge or pledge.

This becomes more important while considering prayer clauses (a), (c) and (e) in Arbitration Petition (L) No. 29422 of 2026. The Petitioner seeks restraint against transfer, assignment, pledge, encumbrance, surrender, exercise and disposal of the options. He seeks directions against third parties and asks for “creation, perfection, registration and/or recording” of his security interest. Such relief for creation or perfection of a security interest cannot be granted in the form sought when Clause 3 states that the arrangement “shall not constitute any pledge, lien, transfer or creation of charge”. At the same time, this does not mean that Respondent No.1 can deal with the options in a manner contrary to his own written promise. Clause 3 contains a clear undertaking that until repayment is completed, he shall not “transfer, encumber, or dispose of any part of his interest in the Minkasu Options without the Lender’s prior written consent”. This undertaking can be protected by an interim order. There is a difference between protecting an existing promise and creating a new proprietary security right which the parties had expressly decided not to create.

The next issue is regarding the Petitioner's demand for immediate repayment of the entire amount of ₹2,20,00,000/-. Clause 2 of the Agreement states:

Clause 5 is even more clear. It provides:

These terms are clear. The parties have stated when the loan is to become payable. According to the Agreement, repayment becomes due when the Minkasu Options or shares derived from them are sold. On the material before the Court, there is no established material showing that such a Sale Event has taken place. Therefore, the Petitioner's demand dated 10 August 2026 seeks repayment before the event which, according to the Agreement, makes the loan repayable. To this limited extent, the Respondent is justified in relying upon the written terms of the Agreement. In the Reply dated 14 August 2026, the Respondent states that under Clause 2 read with Clause 4, the amount becomes due only upon a “Sale Event” and that “the Sale Event has not Occurred as on date”. Whether the Petitioner's demand can nevertheless be sustained on some other legal ground will require adjudication. At present, the claim for immediate repayment is not consistent with the express repayment condition contained in the Agreement.

The Petitioner relies upon the fact that the Respondent has admitted receipt of ₹2.20 Crores. This is an important fact. There is no dispute that the amount was paid. The Legal Notice records that the amount was advanced through RTGS on 1 November 2025. However, the fact that the money was paid and the question whether the money has become recoverable are two different matters. The latter question has to be considered according to the terms of the Agreement.

The Petitioner submits that the Stock Option Agreement dated 1 March 2022 is the basic document through which the existence, extent and terms of the security can be checked. I find some substance in this submission. The Agreement dated 27 October 2025 refers to the Stock Option Agreement dated 1 March 2022 and records that the Borrower holds the Minkasu Options under that Agreement. The Respondent relies upon the same transaction and the stock options while defending his position. Therefore, the Stock Option Agreement is a material document for deciding the rights claimed by both parties.

The documents furnished in July 2026 give some prima facie support to the existence of the stock options, though they do not answer every question regarding those options. One document dated 27 July 2026 states that Manish Patel had 40,000 stock options of Minkasu, Inc. Another document records that Manish Patel had 40,000 stock options as on 31 March 2026 and refers to Minkasu having raised funding from more than 75 angel investors. the existence of the stock options cannot be treated as a matter having no supporting material. At the same time, these letters do not establish all the conditions relating to the stock options. They do not show matters such as transferability, vesting, exercise conditions or all the rights arising under the Stock Option Agreement dated 1 March 2022. Therefore, the concern of the Respondent regarding the underlying document cannot simply be rejected. The Stock Option Agreement is relevant and can be produced before the appropriate forum in the arbitral proceedings or otherwise in accordance with law. However, the Petitioner's prayer for production before this Court of the original Stock Option Agreement together with every amendment, addendum, schedule, annexure and other connected document is very wide. Merely because a document is relevant does not mean that every kind of production can be ordered at the interim stage. The Court has to consider the agreed terms of the transaction. In particular, the Petitioner's present demand for repayment does not fit with Clause 5 unless the occurrence of a Sale Event is established.

I find that the prayer for creation and perfection of a security interest cannot be granted. The Agreement says that the security is a personal covenant and “shall not constitute any pledge, lien, transfer or creation of charge”. If the Court directs the Respondent to create a fresh security arrangement, it would change the Agreement between the parties. Such a change cannot be made merely by passing an interim order when the rights are in dispute.

The same position applies to the prayer for deposit of ₹2,20,00,000/- or furnishing an unconditional bank guarantee for the same amount. Such an order would secure the entire monetary claim even though Clause 5 says that the Lender has “no right to demand repayment or initiate recovery proceedings prior to such event”. There is no established material showing that the Sale Event has occurred. Therefore, directing deposit or an unconditional bank guarantee would ignore the repayment condition which was agreed between the parties. Clause 10 of the Agreement gives reason for proceeding carefully. It states that the Agreement is the entire understanding between the parties and supersedes prior discussions or representations. Therefore, earlier discussions, representations regarding the investment or alleged assurances cannot be used to change the repayment terms contained in the signed Agreement. Such allegations may be examined on evidence in arbitration. They cannot be used to bypass Clause 5 without proper adjudication.

The allegations made by the Respondent regarding fraud, inducement, and suppression require a final decision based upon evidence. The Legal Notice alleges that the Agreement “was never intended to be acted upon in accordance with its purported terms” and was allegedly used to create a false sense of legitimacy. The Reply denies these allegations and states that the Agreement is valid, binding and continuing. These are disputed questions. The Court should not decide them when the parties have agreed to arbitration. Clause 8 provides for arbitration of disputes relating to the interpretation and termination of the Agreement. At the same time, the promise contained in Clause 3 requires protection. The Respondent had expressly agreed not to “transfer, encumber, or dispose” of the Minkasu Options without prior written consent. There is no reason to allow him to act contrary to this written promise while the dispute is pending. Protecting this promise does not create a new security interest. It only preserves the position which the parties had agreed upon.

The prayer seeking restraint against Respondent No.1 from transferring, assigning, pledging, encumbering, surrendering, exercising or disposing of the stock options requires some limitation. The Court can protect the promise regarding transfer, encumbrance, and disposal. However, the request to prevent “exercising” the options, or to create rights in favour of the Petitioner which are not clearly given under the Agreement, goes beyond the protection established. The interim order should remain within the written terms.

So far as Respondent Nos.3 and 4 are concerned, there is another difficulty. They are not parties to the Loan and Security Agreement. The Petitioner seeks directions against them regarding recognition, registration, and recording of any dealing with the options. The material before the Court does not establish the exact legal duties or relationship of Respondent Nos.3 and 4 concerning the stock options so as to justify such a mandatory order against them. At this stage, the Court should not impose obligations upon non-parties which may affect their independent rights without fuller examination.

The position is different in relation to Respondent No.1. A direction to Respondent No.1 not to deal with the options contrary to Clause 3 creates no new obligation. It only requires him to follow the promise which he has made in writing.

On considering the entire matter, the position in Arbitration Petition (L) No. 29372 of 2026 is clear in favour of the Petitioner. Clause 7 contains a confidentiality obligation. The Legal Notice shows that the Agreement and its material particulars were communicated to the founders and promoters of Minkasu. The Respondent may have had a genuine grievance regarding the security and may have believed that he was required to take legal steps. But that did not release him from the confidentiality obligation which he had accepted under the Agreement.

In Arbitration Petition (L) No.29422 of 2026 the Petitioner's claim for immediate repayment of ₹2,20,00,000/- is not established at this stage. The Agreement expressly provides that repayment is postponed until the Sale Event. The prayer for creation or perfection of a security interest is not established because the Agreement says that the security is only a personal covenant and does not create a pledge, lien, or charge. At the same time, the Petitioner has made out sufficient grounds for protecting the stock options against transfer, encumbrance, or disposal contrary to Clause 3 while the arbitral proceedings are pending.

I find that interim protection is required in both Petitions, but only to the extent of the rights which are shown from the record. In Arbitration Petition (L) No.29372 of 2026, protection is required to preserve confidentiality and prevent unauthorised disclosure. In Arbitration Petition (L) No.29422 of 2026, protection is required to enforce the Respondent's own promise not to transfer, encumber or dispose of the Minkasu Options without prior written consent. The prayers for immediate repayment, unconditional bank guarantee, creation of a fresh security interest and wide directions against the non-party Respondents are not justified on the material before the Court.

In view of the foregoing discussion and for the reasons recorded hereinabove, the following order is passed:

ii) Pending commencement of the arbitral proceedings and passing of the arbitral award, the Respondent, his agents, servants, representatives or any person claiming through or under him, shall not disclose, publish, circulate, share or otherwise communicate to any third party the existence, terms or contents of the Agreement dated 27 October 2025, except in accordance with law or with the prior written consent of the Petitioner;

iii) The Respondent shall abide by and comply with Clause 7 of the Agreement and shall maintain confidentiality in respect of the Agreement and the transaction contemplated thereunder;

iv) The prayer seeking a restraint against the Respondent from making or communicating any statement or allegation against the Petitioner is not granted in the wide form prayed for. However, the Respondent shall not circulate or communicate the Agreement or any confidential information relating thereto to any third party contrary to Clause 7 of the Agreement;

vi) In Arbitration Petition (L) No.29422 of 2026, pending commencement of the arbitral proceedings and passing of the arbitral award, Respondent No.1 shall not transfer, encumber or dispose of any part of his interest in the Minkasu Options, without the prior written consent of the Petitioner. This direction shall operate in accordance with Clause 3 of the Loan and Security Agreement dated 27 October 2025;

vii) Respondent No.1 shall maintain the existing position in respect of the Minkasu Options and shall not take any action contrary to the undertaking contained in Clause 3 of the Loan and Security Agreement;

viii) The reliefs sought by the Petitioner for creation, perfection, registration or recording of a security interest over the Minkasu Options are not granted at this stage;

ix) The prayer seeking a direction to Respondent No.1 to deposit ₹2,20,00,000/- with this Court or furnish an unconditional and irrevocable bank guarantee for the said amount is rejected at this stage;

xi) The prayer seeking production of the original Stock Option Agreement dated 1 March 2022 and the connected documents is left open for consideration in the arbitral proceedings or before the competent forum, as may be permissible in law;

xii) It is clarified that the observations made in this order are prima facie observations for the purpose of deciding the present applications under Section 9 of the Arbitration and Conciliation Act, 1996. The same shall not affect the merits of the disputes between the parties in the arbitral proceedings;

xiii) All contentions of the parties are kept open for adjudication in accordance with law;

xiv) The parties shall take appropriate steps for commencement of the arbitral proceedings in terms of Clause 8 of the Agreement;

xv) The Arbitration Petition (L) No.29372 of 2026 and Arbitration Petition (L) No.29422 of 2026 are disposed of in the aforesaid terms.

xvi) There shall be no order as to costs.