- 1 - HC-KAR NC: 2026:KHC:25802-DB WA No. 1012 of 2026 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 2ND DAY OF JUNE, 2026 PRESENT THE HON'BLE MR. VIBHU BAKHRU, CHIEF JUSTICE AND THE HON'BLE MRS. JUSTICE K.S. HEMALEKHA WRIT APPEAL NO.1012 OF 2026 (GM-RES) BETWEEN: SIC STOCKS & SERVICES PVT. LTD., 1301 & 1302 PRESTIGE MERIDIAN II, M.G. ROAD, BANGALORE-560001 REPRESENTED BY MR. MANJUNATH .K AGE 43 YEARS, MOB NO: 9819571595. …APPELLANT (BY SRI NAIK ASHOK KASHINATH, ADVOCATE) AND: 1. M/S. BSE LIMITED REPRESENTED BY MR. THILAKRAJ RAI SHREE RAGHVENDRA COMPLEX, NO.184, 3RD FLOOR, MALLESWARAM, BANGALORE-560003 MOB NO:9987976090 Email-id: thilakraj.rai@bseindia.com 2. BSE LIMITED FLOOR 25, PJ TOWERS, DALAL STREET, MUMBAI-400 001. 3. M/S. WISETREE CAPITAL PVT. LTD., REPRESENTED BY SREENIVAS REDDY GALI S/O LATE O.T. REDDY GALI L2-5022, PANTHUR ROAD, Digitally signed by MAHALAKSHMI B M Location: High Court of Karnataka - 2 - HC-KAR NC: 2026:KHC:25802-DB WA No. 1012 of 2026 SOBHA IRIS APARTMENT, DEVARBISANAHALLI, DOSSAKANNELI, BANGALORE-560103 MOB: +447973890051 Email id: 1sreeni.gali@gmail.com …RESPONDENTS (BY MS. NEHA VENKATESH, ADVOCATE FOR SRI SUDARSAN SURESH, ADVOCATE FOR R-3) THIS WRIT APPEAL IS FILED UNDER SECTION 4 OF THE KARNATAKA HIGH COURT ACT PRAYING TO ALLOW THIS WRIT APPEAL; SET ASIDE THE JUDGMENT AND ORDER DATED 25.02.2026 PASSED IN W.P.NO.23361/2023 CONSEQUENTLY; SET ASIDE THE ORDER OF THE INVESTOR GRIEVANCE REDRESSAL COMMITTEE (IGRC) DATED 14.06.2023 AGAINST THE TRADING MEMBER AND ALL CONSEQUENTIAL ACTION BY THE BSE AGAINST THE PETITIONER. THIS APPEAL COMING ON FOR PRELIMINARY HEARING, THIS DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER: CORAM: HON'BLE MR. VIBHU BAKHRU, CHIEF JUSTICE and HON'BLE MRS. JUSTICE K.S. HEMALEKHA ORAL JUDGMENT (PER: HON'BLE MRS. JUSTICE K.S. HEMALEKHA) 1. Impugning the order dated 25.02.2026 passed in Writ Petition No.23361/2023 [GM-RES], whereby the learned Single Judge dismissed the writ petition filed by the appellant challenging the order dated 14.06.2023 passed by the Investors Grievance Redressal Committee [hereinafter referred "IGRC"], directing the appellant to pay a sum of `2,46,84,857.99/-, thereby paying - 3 - HC-KAR NC: 2026:KHC:25802-DB WA No. 1012 of 2026 balance amount out of `3,46,84,857.99/- to respondent No.3, the present appeal is filed. 2. The grievance urged by the appellant before the learned Single Judge, as also before this Court, is that consequent upon the execution of the Memorandum of Understanding dated 13.02.2023 between the appellant and respondent No.3, the dispute ceased to be an grievance arising out of a securities transactions and assumed the character of a private contractual dispute. It is, therefore, contended that the IGRC lacked jurisdiction to entertain the complaint and passed the order dated 14.06.2023. The reliance was placed on the Frequently Asked Questions [FAQs] issued under SEBI Complaints Redress System [SCORES], which exclude disputes arising out of private agreements from the grievance redressal mechanism. The learned Single Judge, held Memorandum of Understanding dated 13.02.2023 was not independent or exclusive private transaction, but was merely an arrangement entered into in relation to the admitted liability arising from the sale proceeds of securities belonging to respondent No.3. - 4 - HC-KAR NC: 2026:KHC:25802-DB WA No. 1012 of 2026 3. The learned Single Judge further held that the Memorandum of Understanding provided a mechanism and assurance for payment of the amount admittedly due and did not alter the source or nature of the dispute, which continued to arise out of the securities transactions governed by the regulatory framework of SEBI and SE. Consequently, it was held that the exclusion relating to the private agreements contained in SCORES FAQs was not attracted to the facts of the present case and that the IGRC possessed the requisite jurisdiction to entertain and adjudicate the complaint. 4. We find ourselves in agreement with the reasoning and conclusions recorded by the learned Single Judge. The Memorandum of Understanding cannot be construed as having extinguished or substituted the original cause of action arising from the securities transaction. The liability sought to be enforced continues to emanate from the sale proceeds of securities admittedly belonging to respondent and the subsequent arrangement regarding the mode and manner of payment does not denude the IGRC of its jurisdiction. The order dated 14.06.2023 passed by the IGRC, therefore, cannot be said to suffer from any - 5 - HC-KAR NC: 2026:KHC:25802-DB WA No. 1012 of 2026 jurisdiction. Accordingly, we find no error in the impugned order of the learned Single Judge declining to interfere with the order passed by the IGRC. No ground is made out warranting interference in this case. 5. It is observed that the admitted facts disclose that the appellant had received and retained the sale proceeds of the securities belonging to respondent No.3 and failed to remit the same despite acknowledging its liability. Concededly, the equity shares sold by the appellant belonged to respondent No.3. The appellant was bound to make over the sale proceeds to respondent No.3; he could not have appropriated the same. Prima facie, such allegations may give rise to consequences under criminal law, including offences relating to criminal breach of trust and allied offences, if otherwise made out. However, since those issues do not fall for consideration in the present proceedings, we refrain from expressing any opinion thereon. Nevertheless, it is made clear the present proceedings does not preclude respondent No.3 from pursuing any criminal or other statutory remedies available in law against the appellant and its officers in respect of the subject transaction. Liberty is accordingly reserved in favour of respondent - 6 - HC-KAR NC: 2026:KHC:25802-DB WA No. 1012 of 2026 No.3 to initiate or prosecute such proceedings, which have to be considered on their own merits in accordance with law. 6. The appeal is dismissed with the aforesaid observations. Sd/- (VIBHU BAKHRU) CHIEF JUSTICE Sd/- (K.S. HEMALEKHA) JUDGE AT List No.: 2 Sl No.: 25