$~55 * IN THE HIGH COURT OF DELHI AT NEW DELHI + CS(COMM) 751/2024 BRILLIANT ESTATES LIMITED .....Plaintiff Through: Mr. Sahil Monga & Mr. Arjun Tyagi, Advs. versus S.A.R.E. (CYPRUS) LIMITED & ORS. .....Defendants Through: Ms. Pooja M. Saigal, Sr. Adv. with Mr. Nivesh Dixit, Adv. for D-1 to D- 3 Mr. Milind Garg, Ms. Nikita Garg & Ms. Preeti Giri, Advs. for D-5 with Mr. Kishor Kumar, AR of the Company. CORAM: HON'BLE MR. JUSTICE AVNEESH JHINGAN O R D E R % 17.07.2026 I.A. 17935/2026 1. This application is jointly filed on behalf of the parties with the following prayers: “i. Allow the present application and take the Settlement Agreement dated 09.07.2026 on record; ii. Dispose of the present Suit and the counterclaims filed by the Defendant No. 1, in terms of the Settlement Agreement dated 09.07.2026 by making the Settlement Agreement and the terms and conditions contained therein part of the order/decree to be passed by this Hon'ble Court; iii. Direct that the entire amount of INR 25,00,00,000/- (Rupees This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 22/07/2026 at 12:07:30 Twenty Five Crores only) deposited by the Plaintiff with the Registry of this Hon'ble Court on 06.09.2024, together with the interest accrued thereon, be released to the Plaintiff in terms of Clause a) of the Settlement Agreement dated 09.07.2026; iv. Leave it open to the parties to avail all remedies available in law, including initiation of proceedings under the Contempt of Courts Act, 1971, in the event of any breach of the terms of the Settlement Agreement dated 09.07.2026 or the order/decree passed by this Hon'ble Court; and v. Pass such consequential directions and orders as this Hon'ble Court may deem just, proper and fit in the facts and circumstances of the case and for effective implementation of the Settlement Agreement dated 09.07.2026.” 2. The parties have settled their disputes vide settlement agreement dated 09.07.2026 entered into between the parties before the mediation centre of this Court. The terms of the settlement agreement reads as follows: “a) The Parties will jointly request the Hon'ble Delhi High Court that the entire amount of INR 25,00,00,000/- (Rupees Twenty Five Crores only) deposited by BEL with the Registry of the Hon'ble Delhi High Court on 06.09.2024, along with the accrued interest, be reversed/disbursed/released to BEL. b) The full and final payment of the entire outstanding BSRPL ICD amount of INR 23,77,00,000/- (Rupees Twenty Three Crores Seventy Seven Lakhs Only), payable by BSRPL to SARE Gurugram, shall be made as follows: (i) A sum of INR 12,00,00,000/- (Rupees Twelve Crores only) will be paid by BSRPL through BEL to SARE Gurugram through Demand Draft. A photocopy of the Demand Draft will be provided at the time of execution of the present Settlement Agreement and the original Demand Draft shall be handed over before the Hon’ble High Court of Delhi at the time of immediate first hearing and disposal of the BEL Suit proceedings in terms of the present Settlement Agreement. This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 22/07/2026 at 12:07:30 ii) Pursuant to the arrangement between the Parties, BSRPL shall cause remittance of the balance sum of INR 11,77,00,000/-(Rupees Eleven Crores Seventy-seven Lacs only), through BEL into the designated Escrow Account, being Current Account No. 0213002100060195 maintained with Punjab National Bank, Corporate Banking Branch, 24 GG Tower, Infront of Gandhi Hall, Siyaganj, Indore - 452007 ("Escrow Account"), which shall be payable to SARE Cyprus in the manner specified herein below. c) Upon payment/remittance of the entire outstanding BSRPL ICD amount of INR 23,77,00,000/- (Rupees Twenty Three Crores Seventy Seven Lakhs Only), in the above manner, no further amount shall be claimed by SARE Gurugram or remain payable by BSRPL, towards BSRPL ICD. d) A further amount of INR 1,57,67,872/- (Rupees One Crore Fifty Seven Lakhs Sixty Seven Thousand Eight Hundred Seventy Two Only) shall be remitted by BEL into the aforesaid designated Escrow Account. Accordingly, the total amount in the said Escrow Account, i.e., INR 28,39,94,471/- (Rupees Twenty Eight Crores Thirty Nine Lakhs Ninety Four Thousand Four Hundred Seventy One Only) (INR 15,05,26,599/- + INR 1,57,67,872/- + INR 11,77,00,000/-) shall constitute full and final payment of the entire Balance Sale Consideration/Tranche-II Sale Securities Sale Consideration under the SPA and the Second Addendum thereto dated 09.07.2026. Thereafter, no amount shall be claimed by SARE Cyprus or remain payable by BEL towards Balance Sale Consideration/Tranche-II Sale Securities Sale Consideration under the SPA and the Second Addendum thereto dated 09.07.2026. e) In view of the above, the total amount deposited in the Escrow Account i.e. INR 28,39,94,471/- (Rupees Twenty Eight Crores Thirty Nine Lakhs Ninety Four Thousand Four Hundred Seventy One Only) will be remitted to SARE Cyprus. f) Upon receipt of payment by SARE Gurugram in terms of Clauses (b & c) above, the entire BSRPL ICD liability shall stand paid/discharged. Immediately thereafter, within a period This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 22/07/2026 at 12:07:30 of 5 (five) working days RP/SARE Gurugram/SRA and BSRPL shall jointly file an appropriate application/petition/ affidavit before the NCLT, Principal Bench New Delhi, for unconditional and final closure/disposal of the BSRPL in light of payment/settlement of the entire BSRPL ICD. Further, SARE Gurugram in IA No. 5935 of 2021 filed in CP (IB)- 300(PB)/2020 shall not press its claim, if any, qua the dispute related to BSRPL ICD before the NCLT, Principal Bench New Delhi. Consequently, RP/SARE Gurugram/SRA cannot institute/initiate or continue/revive any civil or criminal proceedings before any court/tribunal/forum arising from or relating to the BSRPL ICD, including, BSRPL before the NCLT, Principal Bench New Delhi. Further, SARE Gurugram and SARE Cyprus, through their Authorized Representatives/Directors, shall extend full cooperation and assistance to BEL, BSRPL and their respective Directors, in any proceedings arising from/relating to the BSRPL ICD before any court/forum/authority/tribunal to reiterate the contents of this Settlement Agreement, particularly regarding full and final payment of the BSRPL ICD to SARE Gurugram. g) Upon furnishing irrevocable SWIFT instructions by BEL to SARE Cyprus in respect of the amount mentioned in Clause (e) above, (i)SARE Cyprus shall take all the remaining Final Closing Actions, within 5 working days, stipulated under Article 5.2 of the SPA dated 17.02.2023 read with the Addendums thereto dated 25.01.2024 and 09.07.2026, and (ii) KNM Partners/Escrow Agent shall hand over all the Escrow Documents held by it, in terms of the SPA read with the Escrow Letter dated 27.02.2023 and the Addendums to the Escrow Letter dated 25.01.2024 and 09.07.2026, to BEL within 5 working days. h) Upon completion of actions referred to in Clause g) above, BEL shall immediately and unconditionally withdraw the BEL Suit. Similarly, SARE Cyprus shall withdraw its counter- claims in the BEL Suit. i) Upon final disposal of the BEL Suit in terms of this Settlement Agreement, none of the Parties shall institute, This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 22/07/2026 at 12:07:30 initiate, continue, or revive any claim, action, or proceeding before any court, tribunal, authority, or forum, whether judicial, quasi-judicial, or administrative, arising from or relating to the BSRPL ICD and the SPA and the Second Addendum thereto dated 09.07.2026, or any rights, obligations, or disputes emanating therefrom. Further, in case, the dispute arose concerning the SPA and the Second Addendum thereto dated 09.07.2026 amongst the concerned Parties, then it shall have no impact in any/ whatsoever manner on SARE Gurugram and also sums of INR 12,00,00,000/- (Rupees Twelve Crores only} paid by BSRPL through BEL to SARE Gurugram, in terms, of Clause (b) (i) of the present Settlement Agreement. j) BEL and SARE Cyprus shall duly perform, execute, and cause to be performed all further acts, deeds, and compliances required under the SPA and the Second Addendum thereto dated 09.07.2026, to ensure complete and effective implementation of their respective obligations thereunder. k) This Settlement Agreement is executed without prejudice to the rights, remedies, and contentions of the Parties l) It is expressly agreed and understood that nothing contained in this Settlement Agreement, nor any statement, negotiation, communication, act, or omission made in connection therewith, shall be construed or deemed as an admission of liability, fault, misconduct, or obligation of any nature whatsoever by any party to it. This Settlement Agreement has been entered into solely for the purpose of amicable settlement of disputes arising in BEL Suit. m) Neither this Settlement Agreement, nor any of its terms, nor any related correspondence or conduct, shall be admissible in evidence or otherwise relied upon in any court, tribunal, regulatory authority, or other forum, whether judicial, quasi- judicial, administrative, or investigative, for the purpose of establishing liability, wrongdoing, fault, or obligation. For the avoidance of doubt, this clause shall also operate to preclude reliance on this Settlement Agreement or any related communications by any third party, government authority, or This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 22/07/2026 at 12:07:30 regulatory agency in any manner prejudicial to the Parties. Notwithstanding the foregoing, nothing in the clause shall prevent either Party from relying upon, producing, or referring to this Settlement Agreement in any proceedings brought solely for the purpose of enforcing or giving effect to the terms and conditions of this Settlement Agreement. n) The Parties hereby affirm that the present Settlement Agreement has been executed voluntarily, with full understanding of its terms, and without any coercion, duress or undue influence. o) The Parties acknowledge that the present Settlement Agreement will form part of the order of the Hon’ble Delhi High Court in the BEL Suit. In the event of any breach or non- compliance of this Settlement Agreement by any Party, the non-defaulting Party shall be entitled to seek all remedies in accordance with law and such breach shall, in addition, constitute contempt of the Hon’ble Delhi High Court under the Contempt of Courts Act, 1970 read with Article 215 of the Constitution of India.” 3. For the reasons mentioned therein, the application is allowed. 4. Learned counsel for the parties pray that the suit be disposed of and decreed in terms of the settlement agreement. 5. The suit is decreed in terms of the settlement agreement dated 09.07.2026. 6. Let a decree-sheet be drawn up by the Registry accordingly. 7. Learned counsel for defendant no.5 submits that in pursuance to the settlement he has received the demand draft of Rs.12 crores from learned counsel for the plaintiff in court today. 8. Learned counsel for the parties agree that the amount of Rs. 25 crores deposited in the Registry of this Court and kept in an interest bearing account be released along with the interest accrued thereon to the plaintiff. It This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 22/07/2026 at 12:07:30 is ordered accordingly. 9. The suit CS(COMM) 751/2024 stands disposed of in the aforesaid terms. 10. The parties shall remain bound by the terms of the settlement agreement. 11. The next date of hearing before the Joint Registrar i.e., 21.07.2026 stands cancelled. AVNEESH JHINGAN, J JULY 17, 2026 ‘ha’ This is a digitally signed order. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 22/07/2026 at 12:07:30