Claim No: CFI 058/2026

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

JONATHAN LAU

Claimant/Applicant

and

(1) QASHIO HOLDING COMPANY LIMITED
(2) ARMIN MORADI TOSARVANDANI

Defendants/Respondents

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ORDER WITH REASONS OF H.E. JUSTICE RENE LE MIERE

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UPON the Claimant’s Part 8 Claim Form dated 22 May 2026 (the “Application”)

AND UPON the Defendants’ Acknowledgments of Service and Witness Statement dated 26 June 2026

AND UPON the Claimant’s Witness Statement dated 10 July 2026

IT IS HEREBY ORDERED THAT:

Production of Documents

1. The Respondents shall, within 21 days of the date of this Order, produce:

Native Documents

2. Where a document is specifically requested in native electronic format, the Respondents shall produce it in native format together with associated metadata reasonably available to them.

Privilege

3. Nothing in this Order requires the production of any document protected by legal professional privilege.

4. In respect of any document withheld on grounds of privilege, the Respondents shall identify:

Confidential Information

5. The Respondents may redact information that:

6. Any dispute concerning a redaction may be referred to the Court.

Documents No Longer Within Control

7. If any document falling within the scope of this Order is no longer within a Respondent's possession, custody or control, that Respondent shall state:

Verification

8. Within 21 days of the date of this Order, each Respondent shall serve a document production statement verified by a statement of truth confirming:

Use of Documents

9. Documents produced pursuant to this Order may be used only for the purpose of evaluating, formulating, pursuing or defending the contemplated proceedings identified in this Application unless the Court otherwise orders.

Costs

10. The Respondents shall pay the Applicant's costs of the Application to be assessed on the standard basis if not agreed within 21 days of the date of this Order.

Issued by:
Hayley Norton
Assistant Registrar
Date of issue: 22 July 2026
At: 12pm

SCHEDULE OF REASONS

A. Introduction

1. The Applicant applies pursuant to Rule 28.47 – 28.50 of the Rules of the DIFC Courts (“RDC”) for orders requiring the Respondents to produce categories of documents before substantive proceedings are commenced.

2. The Application arises from disputes concerning a substantial share issuance by the First Respondent, the operation of the parties' contractual arrangements and related corporate, accounting and banking matters.

3. The Application is opposed.

4. The issues arising on the Application may conveniently be considered under three broad headings. First, whether the Court has jurisdiction to determine the Application. Secondly, whether the conditions in RDC 28.48 are satisfied so as to confer power on the Court to make the orders sought. Thirdly, if that power exists, whether the Court should exercise its discretion to order the production of any, and if so, which, of the categories of documents requested.

B. The Application

5. By a Part 8 Claim Form issued on 22 May 2026, the Applicant seeks an order for the production of documents before proceedings have commenced, pursuant to RDC 28.47- 28.50. The Claim Form states that the grounds and particulars of the Application are set out in the First Witness Statement of Faris Shehabi, dated 22 May 2026, together with Annex 1, which identifies the categories of documents sought and the reasons said to justify their production. The Applicant also seeks costs.

6. The anticipated proceedings concern disputes arising out of the parties' contractual and corporate relationship, including matters relating to the governance of the First Respondent, the issuance of a substantial number of shares to the Second Respondent, the operation of the Shareholders' Agreement and Share Sale and Purchase Agreement, certain accounting entries and banking transactions, and related issues identified in the Applicant's evidence. The Applicant contends that production of the requested documents is necessary to enable those claims to be properly evaluated and formulated and may assist in resolving the dispute without substantive proceedings.

7. The Applicant seeks production of ten categories of documents. Broadly, the categories concern:

8. The Applicant seeks an order substantially in the form of the draft order filed with the Application. In substance, the proposed order would require the Respondents to produce the requested categories of documents, identify documents no longer within their control, provide particulars of any claim to privilege, and verify compliance by way of a document production statement.

9. The Application is opposed. The Respondents contend that the requirements of RDC 28.48 are not satisfied, that a number of the requests amount to a broad forensic examination of the Company's affairs rather than targeted pre-action disclosure, that the documents sought extend beyond what would properly be the subject of a document production order in contemplated proceedings, and that production would be disproportionate and unnecessary.

10. The Respondents also rely upon considerations of confidentiality and submit that many of the issues raised by the Applicant concern factual disputes which should be determined, if at all, in substantive proceedings rather than through a pre-action production application.

11. In support of the Application, the Applicant relies principally upon the witness statements of Mr Shehabi dated 22 May 2026 and 10 July 2026, together with Annex 1. In opposition, the Respondents rely principally upon the First Witness Statement of Mr Moradi dated 26 June 2026 and the exhibits thereto.

C. Factual Background

12. The Applicant is a founder and minority shareholder of the First Respondent. Prior to December 2023, he held 75 per cent of the Company's issued share capital. The Second Respondent, Mr Armin Moradi Tosarvandani, was the holder of the remaining shares and was also a director and the chief executive officer of the Company.

13. On 14 December 2023, the Applicant and the Second Respondent entered into a Share Sale and Purchase Agreement ("SPA") pursuant to which the Applicant agreed to sell part of his shareholding to the Second Respondent. The parties also entered into a Shareholders' Agreement ("SHA") governing their continuing relationship as shareholders of the Company.

14. Following completion of the transaction, the Applicant's shareholding was reduced to approximately 15 per cent and the Second Respondent's shareholding increased to approximately 85 per cent.

15. The SPA provided for part of the purchase price to be paid by deferred instalments. The parties subsequently became involved in disputes concerning the payment of those instalments, whether a "Payment Default" occurred under the SPA, and the operation of a contractual buyback mechanism said by the Applicant to arise upon such a default.

16. The Applicant contends that a payment default occurred in late 2025 and that he validly exercised the buyback provisions of the SPA. The Respondents dispute those contentions and maintain that any delay in payment was subsequently cured in accordance with the terms of the agreement.

17. A central feature of the dispute concerns a substantial increase in the Company's issued share capital. The Applicant discovered in February 2026 that 841,500,000 Class A shares had been issued to the Second Respondent, increasing the Company's issued shares from 10,000,000 to 851,500,000.

18. According to the Applicant, the effect of that issuance was to dilute his shareholding from approximately 15 per cent to approximately 0.17 per cent. He contends that the allotment was not carried out in accordance with the SPA, the SHA, the Articles of Association or applicable DIFC law.

19. The Respondents contend that the issuance was a lawful and necessary capital raising undertaken in May 2024 to address an urgent working capital requirement of the Company and that the Applicant was afforded the opportunity to participate but declined to do so.

20. The Respondents' case is that on or about 20 May 2024 the Board resolved to raise additional capital through the issue of 990,000,000 shares at par value and to offer those shares to the existing shareholders pro rata to their shareholdings.

21. The documentary material exhibited by the Respondents includes a board resolution recording those matters and providing for notice to be given to shareholders.

22. The Applicant disputes whether a valid notice was sent to him and whether the share issuance process occurred in the manner alleged by the Respondents.

23. In April 2026, the Respondents provided copies of a board resolution and an email said to have been sent on 20 May 2024. The Applicant does not accept the authenticity or reliability of those documents and contends that the underlying electronic records, including native email records and complete DocuSign audit data, are required to verify the circumstances surrounding their creation, transmission and execution.

24. The Respondents rely upon those same documents as evidence that the required corporate approvals were obtained and that notice was given to the Applicant.

25. The parties are also in dispute concerning certain accounting entries recorded in the Company's FY2024 financial statements. The Applicant points to a reduction of a shareholder account balance of USD 219,308 and contends that the movement has not been adequately explained. The Respondents maintain that the accounting treatment reflected a correction or reclassification of an earlier entry and that the Applicant had previously approved the relevant treatment.

26. A further area of dispute concerns SAFE instruments and related funding transactions recorded during FY2024. The Applicant contends that information available to him does not reconcile with the Company's audited financial statements and seeks documents sufficient to verify the existence, receipt and accounting treatment of those instruments.

27. The Respondents maintain that all SAFE instruments were properly recorded and accounted for and characterise the Applicant's requests as an attempt to obtain underlying accounting records beyond what is properly required.

28. The Applicant also raises concerns regarding payments made under the SPA through the Company's bank account. He contends that documents presently available do not demonstrate whether the Company merely acted as a conduit for payments made by the Second Respondent or whether Company funds were applied, even temporarily, in satisfaction of personal obligations owed by the Second Respondent under the SPA.

29. The Respondents maintain that matching personal funds were transferred into the Company's account and that the Company suffered no loss or prejudice as a result of the payment arrangements adopted.

30. Before commencing the present Application, the Applicant sought the voluntary production of documents by correspondence with the Respondents and their legal representatives.

31. Those requests culminated in a formal request for production in February 2026. Apart from providing certain documents relating to the alleged share issuance process, the Respondents declined to provide the categories of documents sought.

32. The present Application was subsequently commenced seeking production of the documents identified in Annex 1 to the First Witness Statement of Mr Shehabi.

33. It is unnecessary for present purposes to determine the merits of the parties' competing factual contentions. The significance of the foregoing matters is that they identify the disputes the Applicant says give rise to the contemplated proceedings and provide the context in which the present Application for pre-action production is to be considered.

D. The Parties’ Positions

D1 The Applicant’s position

34. The Applicant submits that the requirements of RDC 28.48 are satisfied and that the Court should exercise its discretion in favour of pre-action production.

35. He contends that there is a real and defined dispute between the parties, amongst other things, over the validity of the May 2024 share issuance, compliance with statutory and contractual pre-emption rights, the operation of the SPA and SHA, the treatment of certain accounting entries, the handling of SAFE instruments, and the routing of SPA- related payments through the Company's bank accounts.

36. He submits that the contemplated proceedings are sufficiently identified and that both Respondents are likely to be parties to them.

37. The Applicant further submits that each category of documents sought is relevant and material to issues likely to arise in the anticipated proceedings and sufficiently specific to satisfy RDC 28.48(3).

38. He emphasises that the requests are directed to identified transactions, corporate acts and accounting entries, rather than to broad classes of documents. He contends that the documents sought are foundational records that would be the subject of document production in substantive proceedings and are largely within the exclusive possession, custody or control of the Respondents.

39. The Applicant submits that production before proceedings commence is desirable within the meaning of RDC 28.48(4). He argues that the requested documents have the potential either to confirm the Respondents' explanations or to demonstrate the existence of viable claims, thereby enabling any proceedings to be focused upon the real issues in dispute.

40. He also submits that production may materially narrow the issues between the parties and may assist in resolving some or all of the disputes without the need for substantive proceedings.

41. In relation to specific categories of documents, the Applicant places particular reliance upon the documents concerning the May 2024 share issuance, compliance with pre- emption rights, the consideration and accounting treatment of that issuance, the DocuSign records relating to the board resolution of 20 May 2024, the native email records relating to the alleged shareholder notice, and the documents filed with the DIFC Registrar.

42. The Applicant contends that those categories are closely connected to central issues in the contemplated litigation and are capable of objectively confirming or refuting the competing factual accounts advanced by the parties.

D2 The Respondents’ position

43. The Respondents oppose the Application. They submit that the jurisdictional requirements of RDC 28.48 have not been established and that the Applicant seeks production extending beyond the legitimate scope of pre-action production.

44. They contend that many of the requests amount in substance to a broad forensic examination of the Company's affairs and accounting systems rather than requests for documents necessary to formulate contemplated proceedings. They characterise the Application as an attempt to obtain leverage in what is fundamentally a commercial and contractual dispute between the parties.

45. The Respondents further submit that several of the requests concern underlying accounting records, audit trails, banking records and internal financial information which would not ordinarily be the subject of pre-action production.

46. They contend that the Applicant is seeking what effectively amounts to a roving investigation into matters such as SAFE transactions, accounting treatments and the Company's internal financial records in circumstances where the Applicant has not established any sufficient basis for such an exercise.

47. In relation to the underlying disputes, the Respondents maintain that the May 2024 share issuance was lawfully undertaken in response to the Company's urgent need for working capital, that the Applicant was given the opportunity to participate in that capital raising process, and that the resulting dilution of the Applicant's shareholding was a consequence of his decision not to subscribe for additional shares.

48. The Respondents also contend that the relevant corporate approvals were obtained and that documentary records exist evidencing the notices and corporate actions relied upon.

49. The Respondents similarly dispute the Applicant's allegations concerning the shareholder account balance, SAFE instruments and SPA-related payments. They contend that appropriate explanations have been provided for those matters and that any disputes concerning the correctness of those explanations should be determined, if necessary, in substantive proceedings rather than through a pre-action production application.

50. They further contend that the Applicant's concerns concerning those matters do not justify production of the extensive categories of accounting and banking records now sought.

51. The Respondents also rely upon considerations of proportionality and confidentiality. They submit that many of the requested documents contain commercially sensitive information and that the burden and intrusiveness of the requested production outweigh any demonstrated benefit.

52. To the extent that any category might ultimately prove relevant in substantive proceedings, the Respondents contend that such production should occur in the ordinary course of those proceedings rather than at the pre-action stage.

53. Accordingly, the Respondents invite the Court to dismiss the Application. In the alternative, they submit that if any order is made it should be substantially narrower than that sought by the Applicant and confined to categories of documents that are demonstrably relevant and necessary for the purposes contemplated by RDC 28.48.

E. Legal Principles

54. The Application is made pursuant to RDC 28.47-28.50. Those provisions confer on the Court a limited power to order production of documents before substantive proceedings have commenced.

55. The jurisdiction is exceptional in character. It is directed to facilitating the fair and efficient resolution of disputes before proceedings are commenced and is not intended to provide a mechanism for a party to conduct a general investigation into whether a claim may exist.

56. RDC 28.47 provides that an application for production of documents before proceedings have started must be made in accordance with Part 8 and supported by evidence. RDC 28.48 prescribes the circumstances in which the Court may make an order. The Court may do so only where:

57. Although the DIFC Rules employ the language of document production rather than the English concept of standard disclosure, RDC 28.47-28.50 are substantially analogous to CPR 31.16. English authorities concerning pre-action disclosure are therefore capable of providing persuasive guidance, whilst recognising that the application must ultimately be determined by reference to the language and purposes of the RDC and the DIFC production regime.

58. The authorities establish that the Court's analysis proceeds in two stages. First, the Court must determine whether the conditions prescribed by the rule are satisfied and thereby whether the power to order pre-action production exists. Secondly, if the jurisdictional requirements are met, the Court must determine whether it should exercise its discretion to grant the relief sought. Satisfaction of the requirements of RDC 28.48 does not automatically entitle an applicant to relief.

59. In relation to the requirement that the applicant and respondent are "likely" to be parties to subsequent proceedings, the authorities indicate that the expression is not to be understood as requiring proof that proceedings are more probable than not. In Black v Sumitomo Corporation [2001] EWCA Civ 1819, the Court of Appeal held that "likely" in this context means no more than that the person concerned "may well" be a party to proceedings if proceedings are issued. The focus is not upon the likelihood that proceedings will be commenced, but upon the identity of the parties who would likely be involved if they are. Rix LJ observed that a requirement of proof on the balance of probabilities would be both unnecessary and inappropriate for an application brought at such a preliminary stage.

60. The requirement reflected in RDC 28.48(3) serves an important limiting function. The Court must be satisfied that the documents sought are documents which would properly be the subject of a Document Production Order. The Court must therefore identify, with reasonable clarity, the issues likely to arise in the contemplated proceedings and determine whether the documents sought are sufficiently relevant and material to those issues. Bermuda International Securities Ltd v KPMG [2001] EWCA Civ 269 emphasises that the Court must be clear what case is likely to be advanced and what defence is likely to be run before it can determine whether the documents sought would properly fall within disclosure obligations.

61. The anticipated proceedings must therefore be identified with sufficient precision to permit an assessment of the relevance and materiality of the documents sought. In Bermuda International Securities Ltd v KPMG, Waller LJ stated that the Court must be able to identify the likely issues in the litigation to determine whether the documents sought would support or adversely affect the case of one side or the other. Similarly, in Assetco plc v Grant Thornton UK LLP [2013] EWHC 1215, the absence of a sufficiently developed articulation of the anticipated claims was a significant factor weighing against pre-action disclosure.

62. The authorities also emphasise that pre-action disclosure should be directed to specific and identifiable documents or narrowly defined categories of documents. The jurisdiction is not intended to permit broad requests requiring a respondent to undertake extensive searches to determine what documents may be relevant to a dispute. In Hutchison 3G UK Ltd v O2 (UK) Ltd [2008] EWHC 55 (Comm), the Court emphasised that the applicant must show that it is more probable than not that the documents sought would fall within the scope of disclosure in the anticipated proceedings. The Court also warned against requests directed merely to obtaining background material or pursuing a train of inquiry.

63. Likewise, in Total E&P Sudan SA v Edmonds [2007] EWCA Civ 50 and Snowstar Shipping Co Ltd v Graig Shipping plc [2003] EWHC 1367 (Comm), the courts stressed that pre-action disclosure should be confined to documents that are strictly necessary and should not be used as a mechanism for broad-ranging investigations. The greater the precision with which the documents are identified and linked to identified issues, the more readily the jurisdictional requirement is likely to be satisfied.

64. RDC 28.48(4) requires the Court to be satisfied that pre-action production is desirable for one or more of the purposes specified in the rule. The concept of desirability is directed to practical utility. The question is whether early production is likely to contribute materially to the fair disposal of anticipated proceedings, facilitate resolution without litigation, or save costs. In Black v Sumitomo Corporation, Rix LJ observed that the narrower the disclosure sought and the more determinative it may be of the dispute between the parties, the easier it is for the Court to conclude that disclosure is justified.

65. The authorities also recognise that pre-action disclosure should not become routine. In PHD Modular Access Services Ltd v Seele GmbH [2011] EWHC 2210 (TCC), Akenhead J emphasised that such orders should not simply follow because a dispute has arisen that may result in litigation. The jurisdiction is exceptional and must be exercised consistently with the overriding objective and the need for proportionality.

66. Finally, even where the requirements of the rule are satisfied, the Court retains a broad discretion whether to grant relief and, if so, on what terms. Relevant considerations include the nature and strength of the anticipated claims, the specificity of the requests, proportionality, confidentiality, the burden of compliance, the extent to which the documents are already available from other sources, and whether the application is directed to obtaining genuinely necessary documents rather than achieving a tactical advantage: Black v Sumitomo Corporation; Assetco plc v Grant Thornton UK LLP.

67. It follows that the Court must first determine whether the conditions prescribed by RDC 28.48 are satisfied in relation to the categories of documents sought. If they are, the Court must then consider whether, in all the circumstances of the case, it is appropriate to exercise its discretion to order pre-action production and, if so, whether any such order should be confined to particular categories of documents or made subject to limitations designed to ensure proportionality and fairness.

F. Jurisdiction

68. The Respondents do not contend that the DIFC Courts lack jurisdiction to determine the present Application. Nevertheless, jurisdiction is a threshold matter and must be satisfied before the Court can consider whether the requirements of RDC 28.48 are met.

69. The Application is brought pursuant to RDC 28.47-28.50, which expressly contemplates an application for production of documents before substantive proceedings have commenced. The existence of that procedural jurisdiction does not of itself confer subject-matter jurisdiction. The Court must also be satisfied that the anticipated proceedings in relation to which production is sought would fall within the jurisdiction of the DIFC Courts.

70. The anticipated proceedings concern disputes arising out of the affairs of the First Respondent, a company incorporated in the DIFC. The contemplated claims include allegations concerning the validity of a substantial share issuance, compliance with shareholder rights, corporate governance, directors' duties, accounting treatment of corporate transactions, and the operation of agreements governing the parties' relationship as shareholders. Such matters are connected with the affairs and activities of a DIFC establishment and fall within the jurisdiction conferred by Article 14(A)(1) and Article 14(A)(3) of the DIFC Courts Law No. 2 of 2025.

71. In addition, the evidence indicates that the SPA and the SHA contain provisions submitting disputes arising under those agreements to the jurisdiction of the DIFC Courts. The contemplated claims include disputes concerning the operation of those agreements, including matters relating to payment obligations, shareholding rights, dilution of shareholdings, and the alleged operation of buyback provisions. Those matters therefore also fall within the consensual jurisdiction conferred by Article 14(B) of the DIFC Courts Law.

72. The Applicant's case is that any substantive proceedings would be commenced against both Respondents. The First Respondent is the company whose corporate actions and records are directly in issue. The Second Respondent is alleged to have been the recipient of the disputed share issuance and to have participated in or directed the corporate conduct complained of. The Respondents likewise proceed on the basis that any substantive proceedings arising out of the matters presently in dispute would be brought in this Court.

73. The Applicant disclosed that he had previously commenced separate proceedings before the Dubai Courts seeking the appointment of an expert in connection with requests directed to banking records.

74. However, those proceedings were not substantive proceedings against the Respondents concerning the matters now in dispute, and there is no evidence that they resulted in any adjudication of the claims which the Applicant presently contemplates pursuing before this Court. Nor do those proceedings detract from the jurisdiction of the DIFC Courts over the anticipated claims identified in the evidence. In those circumstances, I am satisfied that the anticipated proceedings in respect of which pre-action production is sought would fall within the jurisdiction of the DIFC Courts. It follows that the Court has jurisdiction to determine the Application.

G. Whether the Conditions in RDC 28.48 Are Satisfied

G1. RDC 28.48(1): Are the Respondents likely to be parties to subsequent proceedings?

75. RDC 28.48(1) requires the Court to be satisfied that the respondent "is likely to be a party to subsequent proceedings". As explained above, the expression "likely" in this context does not require proof that proceedings are more probable than not to be commenced. In Black v Sumitomo Corporation [2001] EWCA Civ 1819, the Court of Appeal held that the requirement is satisfied if the respondent "may well" be a party to proceedings if proceedings are issued. The focus is upon the identity of the likely parties to future litigation rather than the likelihood that litigation itself will occur.

76. The Applicant identifies several contemplated claims arising out of the parties' contractual and corporate relationship. Those claims concern, amongst other matters:

77. The disputes are neither hypothetical nor speculative. They have been the subject of extensive correspondence and are reflected in the evidence filed by both sides.

78. So far as the First Respondent is concerned, it is the corporate entity whose conduct is at the centre of the contemplated proceedings. The Applicant's allegations include challenges to the validity of corporate actions, the maintenance of the share register, compliance with pre-emption rights, accounting treatments and the handling of company funds. Any claim seeking declaratory relief, rectification of the share register, relief relating to shareholder rights or remedies arising from the Company's conduct would necessarily involve the Company as a defendant.

79. The Second Respondent likewise appears likely to be a party to any substantive proceedings. He is alleged to have been the recipient of the impugned share issuance, to have participated in or directed the challenged corporate decisions, and to have acted in a manner giving rise to claims under the SPA and SHA and, potentially, under the applicable principles governing directors' duties.

80. The Applicant expressly identifies contemplated claims against the Second Respondent arising from those matters. The Second Respondent's own evidence addresses the merits of those allegations in detail, further indicating that any future proceedings would likely involve him as a party.

81. The Respondents do not seriously contend that they would not be parties to any future proceedings arising from the matters identified by the Applicant. Their opposition is directed instead to the merits of the contemplated claims and the scope of the production sought. While those matters may be relevant elsewhere in the analysis, they do not detract from the conclusion that if proceedings are commenced in relation to the disputes presently identified, both Respondents would "may well" be parties to those proceedings within the meaning explained in Black v Sumitomo Corporation.

82. In those circumstances, I am satisfied that RDC 28.48(1) is met. Both the First Respondent and the Second Respondent are likely to be parties to the contemplated proceedings identified in the evidence.

G2. RDC 28.48(2): Is the Applicant likely to be a party to those proceedings?

83. RDC 28.48(2) requires the Court to be satisfied that the applicant is likely to be a party to the contemplated proceedings. For the reasons discussed in relation to RDC 28.48(1), the word "likely" in this context is to be understood in the sense explained in Black v Sumitomo Corporation [2001] EWCA Civ 1819, namely that the applicant "may well" be a party to proceedings if such proceedings are commenced. The rule is concerned with the identity of the parties to the anticipated litigation rather than the probability that litigation will in fact be commenced.

84. The Applicant is the person asserting the claims which underlie the present Application. He is a shareholder in the First Respondent and was formerly a majority shareholder and director of the Company.

85. The disputes identified in the evidence concern rights and interests which the Applicant claims to possess as a continuing shareholder and as a party to the SPA and SHA. Those disputes include the alleged dilution of his shareholding, compliance with contractual and statutory pre-emption rights, the operation of the buyback provisions of the SPA, the validity of certain corporate actions, and alleged misconduct affecting his interests in the Company.

86. The Applicant remains recorded as a shareholder of the First Respondent. The evidence indicates that he contends that the issue of 841,500,000 shares to the Second Respondent reduced his shareholding from approximately 15 per cent to approximately 0.17 per cent. Any proceedings challenging the validity of that share issuance, seeking relief in relation to the share register, or alleging breaches of the SPA, SHA, Articles of Association or applicable DIFC law would necessarily be brought by him or on his behalf.

87. Further, the Applicant has already articulated with considerable specificity the claims which he contends may arise if the matters in dispute cannot be resolved. His evidence identifies allegations concerning the share issuance, the alleged payment default and buyback process, the treatment of certain accounting entries, SAFE instruments, and the use of Company funds in connection with SPA-related payments. Those matters are advanced as complaints affecting the Applicant's rights and interests and are not merely issues raised on behalf of third parties.

88. The Respondents do not suggest that any contemplated proceedings would be brought by some person other than the Applicant. Nor do they dispute that he would be the claimant in such proceedings should they be commenced. Their opposition to the application is directed to the merits of the claims and the propriety of the production sought rather than the identity of the prospective claimant.

89. In those circumstances, I am satisfied that the Applicant is likely to be a party to the contemplated proceedings within the meaning of RDC 28.48(2). Indeed, on the evidence presently before the Court, he would be the obvious claimant in any proceedings arising from the disputes identified in his evidence. Accordingly, RDC 28.48(2) is satisfied.

G3. RDC 28.48(3): If Proceedings Had Already Commenced, Would the Court Make a Document Production Order in Relation to the Requested Documents?

G3.1 Likely Issues in the Anticipated Proceedings

90. RDC 28.48(3) requires the Court to be satisfied that, if proceedings had already commenced, it would make a Document Production Order directing production of the documents or classes of documents sought by the Applicant.

91. The authorities establish that this inquiry cannot be undertaken in the abstract. The Court must first identify, with sufficient clarity, the issues likely to arise in the contemplated proceedings and then determine whether the documents sought are relevant and material to those issues: Bermuda International Securities Ltd v KPMG [2001] EWCA Civ 269; Black v Sumitomo Corporation [2001] EWCA Civ 1819.

92. The Court is not required at this stage to determine whether the contemplated claims will ultimately succeed. Nor is it required to conduct a mini-trial of the merits. However, the Court must be able to identify the nature of the claims likely to be advanced and the issues likely to arise for determination if proceedings are commenced. Only then can the Court assess whether the requested documents would properly be the subject of production in those proceedings: Bermuda International Securities Ltd v KPMG; Assetco plc v Grant Thornton UK LLP [2013] EWHC 1215 (Comm).

93. The contemplated proceedings have been identified with sufficient precision in the Applicant's evidence and in Annex 1. Although the precise causes of action have not yet been pleaded, the factual and legal issues that would underpin any substantive proceedings are sufficiently apparent to permit the Court to evaluate the relevance and materiality of the requested documents.

94. The principal issue concerns the validity and effect of the issue of 841,500,000 Class A shares to the Second Respondent. The Applicant contends that the issuance was undertaken in breach of the SPA, the SHA, the Articles of Association and applicable DIFC law. The Respondents contend that the issuance formed part of a legitimate capital raising undertaken in May 2024 in response to an urgent need for working capital and that the Applicant was afforded the opportunity to participate in that process but chose not to do so. The anticipated proceedings are therefore likely to raise issues concerning:

95. Closely related to those issues are disputes concerning the notices, resolutions and corporate records said to have underpinned the share issuance process. The Applicant disputes whether notice of the capital raising was in fact given to him and questions the authenticity and provenance of certain documents relied upon by the Respondents, including the board resolution dated 20 May 2024, and the email said to have been sent on the same date.

96. The Respondents rely upon those documents as evidence that the relevant corporate procedures were followed. The anticipated proceedings are therefore likely to include issues concerning the creation, transmission, execution and authenticity of those documents.

97. A second group of issues concerns the operation of the SPA and SHA following the payment arrangements between the parties in late 2024 and late 2025.

98. The Applicant contends that a payment default occurred under the SPA, that the buyback provisions were validly engaged, and that the parties subsequently adopted inconsistent positions concerning the continuing operation of the SHA. The Respondents dispute those contentions and maintain that the relevant payment obligations were satisfied and that no entitlement arose to implement the buyback mechanism relied upon by the Applicant.

99. The contemplated proceedings are therefore likely to raise issues concerning:

100. A third group of issues concerns the treatment of certain accounting entries and transactions reflected in the First Respondent's financial records. In particular, the Applicant questions the reduction of a shareholder account balance of USD 219,308 and seeks to understand the basis upon which that accounting treatment was implemented.

101. The Respondents maintain that the accounting treatment reflected the correction or reclassification of an earlier entry and that the Applicant approved the underlying treatment. If proceedings are commenced, issues may arise concerning the existence, timing, basis and authority for the accounting treatment adopted and whether it had any bearing upon the parties' respective rights and interests as shareholders.

102. The evidence also identifies disputes concerning SAFE instruments recorded in the Company's FY2024 financial statements.

103. The Applicant contends that presently available information does not fully reconcile with amounts recorded in the audited financial statements and seeks to verify the existence, receipt and treatment of those instruments. The Respondents maintain that the instruments were properly documented and accounted for.

104. These matters are potentially significant because the Respondents contend that the disputed share issuance was undertaken to meet the Company's funding requirements and working capital needs. To the extent that SAFE instruments formed part of the Company's funding position during the relevant period, issues may arise concerning the financial circumstances relied upon to justify the share issuance and the accuracy of the financial information said to support it.

105. The contemplated proceedings may also raise issues about the use of Company bank accounts for SPA-related payments. The Applicant contends that Company funds may have been used, even temporarily, to satisfy the Second Respondent's personal obligations. The Respondents contend that matching funds were transferred into the Company's accounts and that the Company acted merely as a conduit.

106. To the extent that those transactions bear upon the Company's financial position, governance and management of corporate funds during the period leading up to and following the disputed share issuance, they may be relevant to issues likely to arise in the contemplated proceedings. Any proceedings concerning those matters would likely involve issues relating to the source of funds, the recording of transactions, and whether Company assets were used consistently with applicable corporate obligations.

107. Against that background, the Court is able to identify with sufficient clarity the issues likely to arise in the anticipated proceedings.

108. The next question is whether the categories of documents sought by the Applicant are sufficiently relevant and material to those issues that, if proceedings had already commenced, the Court would make a Document Production Order in relation to them.

G3.2 Applicable Test of Relevance and Materiality

109. The question under RDC 28.48(3) is whether, if proceedings had already commenced, the Court would make a Document Production Order directing production of the documents or classes of documents sought by the Applicant.

110. That inquiry requires the Court to determine whether the documents sought are sufficiently connected to issues likely to arise in the contemplated proceedings that they would properly be the subject of production in those proceedings. RDC 28.48(3) is therefore concerned not merely with the existence of the documents but with their relevance and materiality to the anticipated dispute.

111. The authorities emphasise that pre-action disclosure is not available merely because documents may be of interest to a party or may assist in developing a case. The Court must be satisfied that the documents sought are documents which would fall within the scope of disclosure obligations in the contemplated proceedings.

112. In Hutchison 3G UK Ltd v O2 (UK) Ltd [2008] EWHC 55 (Comm), the Court held that an applicant must demonstrate that it is more probable than not that the documents sought would be disclosable in the anticipated proceedings. The jurisdiction is not directed to the production of documents that may lead to further lines of inquiry or which merely form part of the wider background to a dispute.

113. The concepts of relevance and materiality are distinct, although closely related. A document is relevant if it bears upon an issue which may arise for determination in the proceedings. A document is material if it is reasonably capable of supporting, undermining or otherwise affecting the determination of that issue.

114. The Court is concerned with documents that can contribute to the resolution of identified issues rather than documents which simply provide context or form part of the narrative history surrounding the dispute. Bermuda International Securities Ltd v KPMG [2001] EWCA Civ 269; Hutchison 3G UK Ltd v O2 (UK) Ltd [2008] EWHC 55 (Comm).

115. In determining relevance and materiality, the Court must first identify with sufficient precision the issues likely to arise in the contemplated proceedings. As Waller LJ observed in Bermuda International Securities Ltd v KPMG, the Court must be clear what case is likely to be made and what defence is likely to be advanced before it can determine whether the documents sought are documents which support or adversely affect either side's position. The exercise cannot be undertaken in the abstract.

116. The Court must also guard against permitting the pre-action production jurisdiction to become a mechanism for a fishing expedition. Documents that are sought merely because they may reveal whether some further claim exists, or because they might lead to additional inquiries, generally fall outside the proper scope of the jurisdiction.

117. In Hutchison 3G UK Ltd v O2 (UK) Ltd and in Total E&P Sudan SA v Edmonds [2007] EWCA Civ 50, the courts emphasised that pre-action disclosure should be confined to clearly identified documents or narrowly defined categories of documents that are genuinely necessary for the fair and efficient resolution of identified disputes.

118. Conversely, where the requested documents concern the very transactions, decisions, communications or corporate acts that are the subject of the anticipated proceedings, the requirement of relevance and materiality is more readily satisfied. As Rix LJ observed in Black v Sumitomo Corporation [2001] EWCA Civ 1819, the narrower and more determinative the requested disclosure is to the issues in dispute, the more readily the Court may conclude that the request is well founded.

119. In the DIFC context, a further consideration is that RDC Part 28 is directed to the production of documents that are relevant and material to the outcome of the case. It is not enough that a document has some tangential connection with the subject matter of the dispute. Rather, there must be a sufficient basis for concluding that the document is reasonably capable of supporting or undermining a case likely to be advanced in the contemplated proceedings, or otherwise capable of bearing upon an issue requiring determination.

120. Applying those principles, the Court must examine each category of requested documents by reference to the issues identified in the anticipated proceedings. The question is whether the category sought is sufficiently specific and whether the documents within that category are reasonably capable of bearing upon one or more of those issues in a manner that would justify a Document Production Order if proceedings had already been commenced.

G3.3 Analysis of Each Category of Requested Documents

(a) Requests 1-3: Share Issuance Documents

121. Requests 1 to 3 concern documents relating to the issue of 841,500,000 Class A shares to the Second Respondent. Specifically, the Applicant seeks: (i) board resolutions, minutes, written resolutions and shareholder approvals authorising or ratifying the allotment; (ii) documents evidencing compliance with, or lawful disapplication of, statutory and contractual pre-emption rights; and (iii) documents relating to the consideration for the allotment, the accounting treatment of the transaction, and the filing and registration of the issuance.

122. In my judgment, these requests are directed to the central subject matter of the contemplated proceedings. The Applicant's primary complaint is that the issuance was unlawful and resulted in the substantial dilution of his shareholding. The Respondents' primary defence is that the issuance was a lawful capital raising undertaken in accordance with the Company's governing documents and with the SHA, and that the Applicant was afforded the opportunity to participate but declined to do so. Those competing positions place the validity of the share issuance directly in issue.

123. The anticipated proceedings are likely to require determination of such matters as:

124. Documents recording the corporate approvals for the share issuance bear directly upon those issues. If the Applicant contends that the issuance was not properly authorised, the contemporaneous resolutions, minutes and approvals relied upon by the Respondents are likely to constitute primary evidence of the relevant corporate decision- making process.

125. Equally, if such approvals do not exist, or differ materially from the Respondents' description of events, that would also be capable of bearing directly upon issues likely to arise in the proceedings.

126. Those documents are therefore both relevant and material in the ordinary sense of those terms.

127. The same is true of documents relating to compliance with pre-emption rights. The Respondents' case is that a pro rata offer was made to the Applicant and that he failed to participate in the capital raising.

128. The Applicant denies receiving a valid offer and disputes whether the contractual and statutory requirements relating to pre-emption were satisfied.

129. Documents evidencing the making of any offer, any waiver or disapplication of rights, any notices issued pursuant to the SHA, and any records evidencing transmission of those notices go directly to issues likely to arise for determination. They cannot properly be characterised as background material or documents sought merely to facilitate a train of inquiry.

130. The documents sought by Request 3 likewise bear directly upon identified issues. The Respondents contend that the issuance formed part of a working capital raising through which the Company received funds from the Second Respondent.

131. The Applicant questions whether valid consideration was provided, whether the issuance occurred in the manner alleged, and whether the resultant dilution was implemented for a proper corporate purpose.

132. Documents evidencing consideration, subscription arrangements, accounting treatment, and filings with the DIFC Registrar are all reasonably capable of supporting or undermining those competing contentions.

133. Some components of Request 3 are broader than others. In particular, the request extends to "board papers or financial materials addressing pricing rationale". Depending upon the precise issues eventually arising in substantive proceedings, the scope of any production obligation in relation to such materials may require careful consideration. However, for present purposes, the Court is concerned with categories of documents rather than the final scope of any production exercise.

134. The question under RDC 28.48(3) is whether the Court would make a Document Production Order in relation to documents of the kind identified. In my judgment it would. The request is directed to a specific transaction, a defined time period and clearly identified issues concerning authority, consideration, implementation and purpose.

135. Nor am I persuaded by the Respondents' submission that Requests 1 to 3 amount to a fishing expedition or a forensic audit. The documents sought concern the very transaction which lies at the heart of the contemplated proceedings. They are not requests for broad classes of accounting or corporate material in the hope that some cause of action may emerge. Rather, they seek the principal contemporaneous records relating to a specific share issuance whose validity is directly challenged by the Applicant.

136. Indeed, the evidence presently before the Court demonstrates why such documents are likely to be material. The Respondents rely upon a board resolution dated 20 May 2024, an email said to have been sent to the Applicant on the same date, and documents said to record the capital raising process.

137. The Applicant disputes aspects of that account and seeks access to the underlying records. Whether the Respondents' account is ultimately accepted is not presently the issue. The important point is that the documents sought are capable of bearing directly upon the issues likely to be determined in the anticipated proceedings.

138. Accordingly, I am satisfied that Requests 1 to 3 satisfy the requirement in RDC 28.48(3). If proceedings had already commenced and issues of the kind identified above arose for determination, the Court would be likely to make a Document Production Order in relation to documents authorising, implementing, evidencing and registering the disputed share issuance, together with documents relating to compliance with pre-emption rights and the consideration provided for the allotment.

(b) Request 4: Shareholder Account Documents

139. Request 4 seeks documents relating to the removal of a shareholder account balance of USD 219,308 reflected in the First Respondent's FY2024 financial statements. The request extends to journal entries, ledger extracts affecting that account, NetSuite audit trail entries, correspondence concerning the accounting treatment of the relevant balance, and board or written approvals authorising the accounting treatment adopted.

140. The Applicant contends that the FY2024 financial statements disclose a reduction of a shareholder account balance of USD 219,308 to zero and that the basis for that reduction has not been adequately explained.

141. He submits that the requested documents are necessary to understand the timing, authority and accounting treatment of the transaction and to determine whether it had any bearing upon the Company's capital structure and the subsequent dilution of his shareholding.

142. The Respondents dispute that characterisation. Their evidence is that the balance in question did not represent capital contributed by the Applicant to the First Respondent but was an erroneous accounting entry associated with funds invested in a separate United States company. They contend that the relevant accounting treatment merely corrected that error and that the Applicant had previously approved the reclassification in writing.

143. The Respondents further submit that the request is directed to an extensive review of underlying accounting systems and records and therefore falls outside the proper scope of pre-action production.

144. In assessing this category, it is necessary to return to the likely issues identified in the anticipated proceedings. Unlike Requests 1 to 3, which are directed to the share issuance itself and the process by which it occurred, Request 4 concerns an accounting treatment reflected in the Company's financial records. The connection between that accounting treatment and the central dispute concerning the validity of the share issuance is less direct.

145. However, it would be premature to conclude that the requested documents are incapable of satisfying the relevance and materiality requirement. The Applicant's case is, in part, that the removal of the shareholder account balance may have affected the Company's capital structure and may bear upon the circumstances in which the subsequent share issuance occurred.

146. The Respondents have advanced a detailed explanation for the accounting treatment adopted. Whether that explanation is correct is not a question for determination on the present Application. What matters is that the accounting treatment itself is a live issue between the parties and that contemporaneous documents recording the treatment adopted are capable of supporting or undermining the competing explanations advanced.

147. In my judgment, there is a distinction to be drawn between documents that directly record and explain the accounting treatment adopted and documents that extend into a broader forensic examination of the Company's accounting systems. Journal entries affecting the account, ledger extracts limited to those entries, and any approvals or correspondence explaining the accounting treatment applied are all sufficiently connected to the issue identified by the Applicant. Such documents are capable of demonstrating what adjustment was made, when it was made, who authorised it and the reason for it. They are therefore reasonably capable of bearing upon issues likely to arise in the contemplated proceedings.

148. By contrast, some aspects of the request, particularly those seeking complete audit-trail information from the Company's accounting systems, come closer to the type of forensic investigation against which the authorities caution.

149. The Court must guard against permitting pre-action production to become a mechanism for an extensive review of a company's internal accounting records in the hope that further claims may emerge. Hutchison 3G UK Ltd v O2 (UK) Ltd [2008] EWHC 55 (Comm); Total E&P Sudan SA v Edmonds [2007] EWCA Civ 50.

150. Nevertheless, RDC 28.48(3) requires more than the existence of a dispute concerning the accounting treatment in question. The Court must be satisfied that the documents sought are reasonably capable of bearing upon issues likely to arise in the contemplated proceedings.

151. The Applicant has not presently articulated a sufficiently direct connection between the adjustment to the shareholder account balance and the principal issues likely to arise in the anticipated proceedings. Unlike the documents relating to the disputed share issuance, pre-emption rights, SAFE instruments, banking transactions, contractual buyback rights and related corporate records, the documents sought by Request 4 concern a historical accounting adjustment whose relevance to the validity of the share issuance or the anticipated contractual and corporate disputes is not presently apparent.

152. The Applicant's concern appears to be that further examination of the underlying accounting records may reveal information bearing upon the Company's financial position or capital structure. However, pre-action production is not ordinarily available to permit investigation of whether some additional issue or claim may emerge following review of internal accounting records. The authorities caution against precisely such use of the jurisdiction.

153. In those circumstances, I am not satisfied that the documents sought by Request 4 are sufficiently relevant and material to issues likely to arise in the contemplated proceedings to satisfy RDC 28.48(3). Request 4 therefore falls outside the scope of RDC 28.48(3) and should be refused.

(c) Request 5: SAFE Documents

154. Request 5 seeks production of documents relating to SAFE instruments recorded in FY2024. The request extends to a register of SAFE instruments, executed SAFE agreements, board approvals relating to their issuance, bank confirmations evidencing receipt of SAFE proceeds, and accounting entries reflecting their treatment.

155. The request is confined to FY2024 and to SAFE instruments involving specified counterparties.

156. The Applicant's case is that the FY2024 financial statements record SAFE instruments in an aggregate amount of USD 2,608,420, but that information available to him does not reconcile with the amounts reflected in the audited accounts and related records. He contends that production of the requested documents is necessary to establish whether SAFE proceeds were received, properly recorded and appropriately reflected in the Company's accounts.

157. He further contends that SAFE activity may have been relied upon in connection with the Company's capital structure and the subsequent dilution of his shareholding.

158. The Respondents contend that all SAFE instruments were properly documented and accounted for. They rely upon the FY2024 audited financial statements and subsequent information provided to the Applicant concerning SAFE activity. They submit that the Applicant's requests seek to move beyond documents directly relating to the issues in dispute and into a broader examination of the Company's financial affairs.

159. The Respondents characterise the request as part of what they describe as a roving forensic exercise directed at the Company's internal accounting and financial records.

160. In contrast with Requests 1 to 3, the connection between the SAFE documents and the central dispute concerning the validity of the share issuance is less direct. The SAFE instruments do not themselves form part of the impugned allotment, nor does the Applicant presently allege any specific impropriety in relation to any identified SAFE transaction. It is therefore necessary to consider carefully whether the requested documents are sufficiently relevant and material to issues likely to arise in the contemplated proceedings.

161. In my judgment, however, Request 5 is distinguishable from a request directed merely to exploring the Company's financial affairs in the hope that some further claim may emerge. The evidence indicates that the Respondents rely on the Company's funding requirements and financial position to explain the capital raising that resulted in the disputed share issuance. To the extent that SAFE instruments formed a material part of the Company's financing during FY2024, documents evidencing the existence, approval, receipt and accounting recognition of those instruments can bear upon the Company's capital position and funding circumstances during the period relevant to the share issuance.

162. The distinction between Request 5 and Request 4 is significant. Request 4 concerns a historical accounting adjustment, the connection of which with the principal issues likely to arise in the contemplated proceedings has not been adequately demonstrated. Request 5, by contrast, concerns identifiable financing instruments said to have materially contributed to the Company's funding arrangements during the relevant period. The Applicant does not seek those documents merely to understand the Company's accounting systems. Rather, he seeks documentation capable of verifying whether the identified instruments existed, whether funds were received pursuant to them, and how they were recognised in the Company's financial records.

163. The core documents sought by Request 5 are also readily identifiable transactional records. Executed SAFE agreements, board approvals authorising those agreements, documents evidencing receipt of SAFE proceeds, and documents recording their accounting recognition are all documents capable of objectively demonstrating the existence, amount and treatment of the relevant financing arrangements. Such documents are materially different from requests for broad accounting records, complete audit trails or extensive financial data.

164. I accept that caution is required. The authorities emphasise that pre-action production should not be used to facilitate a speculative investigation into a company's financial affairs or to determine whether additional claims might exist. Accordingly, the relevance of Request 5 lies not in any general entitlement to examine the Company's finances, but in the potential bearing of the identified SAFE instruments upon the Company's funding position and capital structure during the period leading to the disputed share issuance.

165. Having regard to those matters, I am satisfied that the core documents sought by Request 5 are sufficiently relevant and material to issues likely to arise in the contemplated proceedings to satisfy RDC 28.48(3). The request should not extend beyond documents evidencing the creation, approval, receipt and accounting recognition of the identified SAFE instruments. Subject to that limitation, I am satisfied that, if proceedings had already commenced, the Court would be likely to make a Document Production Order in relation to those documents.

(d) Request 6: Bank Statements

166. Request 6 seeks production of Emirates NBD bank statements for specified periods in 2024 and 2025, limited to: (i) inbound transfers from the Second Respondent into the Company's account; (ii) outbound payments made to the Applicant in connection with the SPA; and (iii) inbound SAFE-related investment transfers relevant to the matters identified in the request.

167. The Applicant's case is that the First Tranche Deferred Payment and the Second Tranche Deferred Payment under the SPA were paid from the Company's bank account rather than directly by the Second Respondent.

168. He contends that he was informed that the Company would be used merely as a payment conduit and that matching funds would first be transferred by the Second Respondent into the Company's account before any payment was made to the Applicant.

169. The Applicant submits that, despite repeated requests, no documentary evidence demonstrating those matching transfers has been provided. He therefore seeks the relevant bank statements to determine whether Company funds were utilised, even temporarily, in satisfaction of obligations owed personally by the Second Respondent under the SPA.

170. The Respondents do not dispute that the payments to the Applicant were made through the Company's bank account. Their case is that the Company acted solely as a transparent conduit and that matching personal funds were transferred into the Company's account before the corresponding payments were remitted to the Applicant. The Respondents contend that no misuse of Company funds occurred and submit that the Applicant's request for banking records forms part of a broader and disproportionate attempt to scrutinise the Company's financial affairs.

171. In my judgment, the issues identified by the parties give rise to a sufficiently direct connection between the requested banking records and issues likely to arise in the contemplated proceedings.

172. One of the Applicant's identified complaints is that Company funds may have been used to discharge obligations owed personally by the Second Respondent under the SPA.

173. The Respondents advance a specific factual answer to that allegation, namely, that the Second Respondent first transferred equivalent funds into the Company's account and that the Company suffered no detriment. Whether that explanation is correct is not presently the issue. The significance of the dispute is that it turns, to a substantial extent, upon objective banking records.

174. If proceedings were commenced concerning the alleged use of Company funds, documents showing the receipt and payment of the relevant funds would likely constitute primary evidence. Such records would be capable of demonstrating:

175. In those circumstances, the requested banking records are not sought merely because they may reveal whether some further claim exists. Rather, they relate directly to a specific allegation already advanced by the Applicant and a specific factual defence already advanced by the Respondents.

176. The records are therefore capable of supporting or undermining an identified case likely to arise in the contemplated proceedings. They fall on the side of primary evidential material rather than background information or a mere train of inquiry. Bermuda International Securities Ltd v KPMG and Hutchison 3G UK Ltd v O2 (UK) Ltd support that distinction.

177. I also consider it significant that the Applicant's request is not for unrestricted production of the Company's banking records. The request is limited to specified periods and to defined categories of transactions.

178. Whilst production of bank statements necessarily engages issues of commercial sensitivity and confidentiality, the request is materially narrower than a request for general production of all banking activity undertaken by the Company.

179. The Applicant has sought to confine the request to transactions said to be connected with the SPA payments and the SAFE transactions relied upon elsewhere in the Application.

180. The Respondents are correct to observe that bank statements are often highly sensitive documents. That consideration, however, is more relevant to the ultimate exercise of discretion and the scope of any order than to the threshold question arising under RDC 28.48(3).

181. The issue at this stage is whether the Court would make a Document Production Order in relation to documents of this nature if proceedings were already on foot. In a dispute concerning whether Company funds were used to satisfy personal obligations and whether corresponding transfers occurred, I consider that the answer would ordinarily be yes.

182. The position is somewhat less straightforward in relation to those aspects of Request 6 which seek banking records concerning SAFE-related transfers. To that extent, the relevance of the records depends upon the extent to which SAFE activity forms part of the issues ultimately requiring determination.

183. Nevertheless, for the reasons given in relation to Request 5, I am satisfied that banking records evidencing receipt of identified SAFE proceeds are capable of bearing upon the issues concerning the Company's financing and capital structure raised by the Applicant.

184. Accordingly, I am satisfied that Request 6 satisfies RDC 28.48(3). If proceedings had already commenced and included the issues identified above, the Court would likely make a Document Production Order in relation to banking records evidencing the receipt, transfer and payment of the relevant funds.

185. Whether the request should ultimately be narrowed, whether redactions should be permitted, and what safeguards should be imposed to protect confidential banking information are matters more appropriately considered at the discretionary stage of the analysis.

(e) Request 7: SHA Termination and Buyback Documents

186. Request 7 seeks production of documents concerning the alleged termination, suspension or modification of the SHA, together with documents relating to the implementation of the buyback provisions of the SPA.

187. The request includes written instruments, resolutions, agreements, release agreements, implementation documents and other records said to evidence any position that the SHA was terminated or ceased to operate following the events relied upon by the parties.

188. The Applicant's case is that disputes concerning the continued operation of the SHA and the exercise of the buyback mechanism under the SPA lie at the centre of the anticipated proceedings. He contends that following the alleged payment default in late 2025, the parties adopted inconsistent positions regarding whether the buyback provisions had been engaged, whether the SHA remained operative, and whether the Company's capital structure could subsequently be altered. He submits that contemporaneous documents recording those positions are necessary to understand the legal and factual basis upon which the Respondents now contend that the disputed share issuance was valid.

189. The Respondents dispute the Applicant's interpretation of the contractual arrangements. Their position is that any payment default was cured, that no entitlement arose to require implementation of the buyback mechanism relied upon by the Applicant, and that the Applicant's contentions concerning the continuing operation of the SHA are misconceived. They further contend that these are matters properly to be determined in substantive proceedings and that extensive pre-action production is unnecessary.

190. In my judgment, the documents sought by Request 7 are directed to issues likely to arise directly in the contemplated proceedings. The evidence establishes that there is a genuine dispute concerning:

191. These are not peripheral matters. The parties' competing positions concerning the continuing operation of the SHA appear capable of bearing directly upon the validity of the disputed share issuance and the extent of the Applicant's rights as a shareholder. If the Applicant's case is correct, the SHA continued to regulate the parties' relationship and may have imposed constraints upon the issuance of additional shares. If the Respondents' position is correct, different consequences may follow.

192. The documents sought are therefore directed to issues which are likely to be significant in the contemplated proceedings.

193. The category of documents sought is also sufficiently specific. The Applicant does not seek broad production of all communications concerning the parties' contractual relationship. Rather, the request is confined to instruments, agreements, resolutions and related documents said to terminate, suspend, modify or implement identified contractual provisions and rights. Such documents are readily identifiable and are of a kind that would ordinarily constitute primary evidence of the matters in dispute.

194. Nor can these documents properly be characterised as background material or documents sought merely to support a train of inquiry. If any document exists recording an agreement to terminate or modify the SHA, or recording steps taken to implement or reject the buyback mechanism, that document is inherently capable of supporting or undermining one or other of the parties' positions.

195. In that respect, the documents fall within the concept of relevance and materiality discussed in Bermuda International Securities Ltd v KPMG [2001] EWCA Civ 269 and Black v Sumitomo Corporation [2001] EWCA Civ 1819.

196. The Respondents submit that the Court should avoid engaging with the substantive merits of the parties' contractual dispute.

197. That submission is correct insofar as it concerns the ultimate determination of those issues. However, recognising that the Court should not conduct a mini-trial does not diminish the relevance of contemporaneous documents that may evidence the existence or non-existence of the contractual arrangements relied upon by the parties.

198. The present inquiry is directed to whether such documents would likely be the subject of a Document Production Order if proceedings had already commenced. In my judgment they would.

199. Accordingly, I am satisfied that Request 7 satisfies RDC 28.48(3). If proceedings had already commenced, documents evidencing the alleged continuation, modification, suspension or termination of the SHA, together with documents relating to the implementation or proposed implementation of the buyback mechanism under the SPA, would likely be the subject of a Document Production Order.

200. They are sufficiently relevant and material to issues likely to arise in the contemplated proceedings and are directed to clearly identified disputes between the parties.

(f) Requests 8-9: DocuSign and Email Metadata

201. Requests 8 and 9 seek production of electronic records relating to the board resolution and shareholder notice upon which the Respondents rely in support of the May 2024 share issuance. Request 8 seeks complete DocuSign records relating to the board resolution dated 20 May 2024, including certificates of completion, audit trails, envelope metadata, transmission records and native electronic versions of the executed documents. Request 9 seeks the native .eml or .msg versions of the email said to have been sent to the Applicant on or about 20 May 2024, together with internet headers and transmission metadata.

202. The significance of these requests arises from the Respondents' affirmative reliance on the board resolution and the alleged shareholder notice in their answer to the Applicant's challenge to the share issuance. The Respondents contend that the board approved the capital raising, that notice was given to shareholders in accordance with the SHA, and that the Applicant was afforded an opportunity to participate in the share issuance process but chose not to do so.

203. The Applicant disputes those assertions. He contends that he has no record of receiving the alleged notice and questions the authenticity, provenance and reliability of the documents supplied by the Respondents. The Applicant does not presently seek a determination that the documents are inauthentic. Rather, he seeks access to the underlying native electronic records in order to verify the circumstances in which the documents were created, transmitted and executed.

204. In my judgment, the relevance and materiality of these requests are particularly strong. The anticipated proceedings are likely to involve disputes concerning:

205. The requested metadata and audit records bear directly upon those issues. They are not merely background material. If the alleged notice email was transmitted as claimed, the native email records and associated metadata may assist in establishing when it was sent, from whom it was sent, to whom it was addressed, and whether the transmission occurred in the manner asserted.

206. Equally, if the records reveal a materially different position, they may support the Applicant's case.

207. The same is true of the requested DocuSign records. The audit trails, certificates of completion and envelope metadata can demonstrate when the document was circulated, viewed and executed, and by whom.

208. Indeed, the Respondents' own evidence illustrates the materiality of the requested documents. The materials exhibited by the Respondents include a copy of the alleged email notice and a DocuSign completion record relating to the board resolution.

209. The Respondents therefore rely upon the existence and validity of the underlying electronic process. In those circumstances, the native records generated by that process are plainly capable of bearing directly upon issues likely to arise in the contemplated proceedings.

210. Unlike some of the other categories of documents sought, Requests 8 and 9 do not seek broad classes of corporate or accounting records. They seek discrete and identifiable electronic records relating to two specific documents at the centre of the parties' dispute.

211. The requests are confined by subject matter and time and are directed to objectively ascertainable records which ordinarily exist within the relevant electronic systems. This considerably weakens the Respondents' submission that the requests amount to a fishing expedition or a roving investigation.

212. Further, the authorities recognise that where a document is itself central to the dispute, documents evidencing its creation, execution or transmission are capable of being relevant and material.

213. The Court is not concerned here with production sought merely to explore a speculative line of inquiry. The requested records concern documents upon which the Respondents expressly rely and whose authenticity, execution or transmission are positively put in issue by the Applicant: Bermuda International Securities Ltd v KPMG [2001] EWCA Civ 269; Black v Sumitomo Corporation [2001] EWCA Civ 1819.

214. In those circumstances, I am satisfied that Requests 8 and 9 satisfy RDC 28.48(3). If proceedings had already commenced, and the parties advanced the positions presently reflected in the evidence, the Court would likely regard the underlying DocuSign records and native email records as relevant and material documents capable of supporting or undermining the parties' respective cases. They would therefore be appropriate subjects of a Document Production Order.

(g) Request 10: Registrar Filings

215. Request 10 seeks production of documents submitted by or on behalf of the First Respondent to the DIFC Registrar in connection with the issuance of 841,500,000 shares to the Second Respondent. The request includes filing applications, submission confirmations, registration confirmations, portal reference numbers, dates of submission and registration, and supporting corporate documents accompanying the filing.

216. The Applicant contends that the timing and implementation of the share issuance form an important part of the factual matrix underlying the contemplated proceedings. In particular, he submits that uncertainty exists as to when the issuance was submitted to and registered by the DIFC Registrar and whether the supporting corporate documentation was consistent with the Respondents' present account of events.

217. He therefore seeks access to the Registrar filing materials in order to establish the chronology and implementation of the transaction.

218. The Respondents maintain that the share issuance was validly implemented and duly registered. Their case is that the relevant corporate approvals were obtained in May 2024, that the Applicant was afforded an opportunity to participate in the capital raising, and that the issuance was lawfully effected.

219. In my judgment, the documents sought by Request 10 are closely connected to issues that are likely to arise in the anticipated proceedings. As discussed above, the validity of the disputed share issuance is a central issue in the contemplated litigation. If the Applicant advances claims challenging the issuance, issues are likely to arise concerning:

220. Registrar filing documents are capable of bearing directly upon those issues. Unlike documents that merely provide context or background, they concern the formal implementation of the transaction itself. The timing of submission and registration may either support or undermine aspects of the parties' competing accounts. Likewise, the accompanying corporate documents may assist in establishing what approvals and representations formed the basis upon which the issuance was presented to the Registrar.

221. The request is also narrowly and specifically framed. It is confined to a single share issuance and to documents generated as part of a particular registration process. It does not seek broad categories of corporate records or general communications. In that respect, it falls comfortably within the type of defined request contemplated by the authorities as appropriate for pre-action production. Black v Sumitomo Corporation [2001] EWCA Civ 1819; Bermuda International Securities Ltd v KPMG [2001] EWCA Civ 269.

222. Nor do I consider that the request can properly be characterised as a fishing expedition. The Applicant is not seeking the Registrar materials to discover whether a claim exists. Rather, he already challenges the validity of the share issuance and seeks documents that record how it was formally implemented and registered.

223. The requested documents therefore relate directly to an identified transaction that lies at the heart of the contemplated proceedings.

224. Indeed, the Applicant's evidence identifies a specific reason why the Registrar records may be material. He points to matters in the Company's financial statements which he contends raise questions regarding the timing of the issuance and submits that the Registrar filing documents can provide objective evidence concerning the relevant chronology. Whether that contention ultimately proves correct is not the present question. It is sufficient that the documents sought are reasonably capable of supporting or undermining an issue likely to arise in the proceedings.

225. Accordingly, I am satisfied that Request 10 satisfies RDC 28.48(3). If proceedings had already commenced and included challenges to the validity, timing or implementation of the disputed share issuance, the Court would likely make a Document Production Order in relation to the Registrar filing documents. Those documents are sufficiently specific, relevant and material to issues likely to arise in the contemplated proceedings and therefore fall within the scope of RDC 28.48(3).

G4. RDC 28.48(4): Is production before proceedings desirable in order to dispose fairly of the anticipated proceedings; assist resolution without proceedings; or save costs?

226. The final jurisdictional requirement under RDC 28.48 is that production before proceedings have commenced be "desirable" in order to dispose fairly of the anticipated proceedings, assist the dispute to be resolved without proceedings, or save costs.

227. The requirement is expressed in the alternative. It is sufficient if the Court is satisfied that one or more of the identified purposes would be materially advanced by the proposed production.

228. The concept of desirability requires more than a showing that the documents would be useful or of general assistance. The Court must be satisfied that pre-action production is likely to contribute in a meaningful way to the fair and efficient resolution of the identified dispute. As noted in Black v Sumitomo Corporation [2001] EWCA Civ 1819, the narrower the disclosure sought and the more determinative it may be of the issues in dispute, the easier it is to conclude that pre-action disclosure is justified.

229. The anticipated proceedings have been identified with sufficient clarity. The principal disputes concern the validity of the May 2024 share issuance, compliance with pre- emption requirements, the authenticity and provenance of documents relied upon by the Respondents, the operation of the SPA and SHA, and certain accounting and financial transactions.

230. These are concrete disputes rather than speculative concerns. The Court can therefore assess whether production of the requested documents would materially assist in resolving those disputes.

231. In my judgment, several of the categories sought have the potential materially to assist the fair disposal of any anticipated proceedings. Requests 1 to 3, 8 to 10 and, to a lesser extent, Request 7 concern documents that lie at the heart of the parties' competing accounts. They include the corporate approvals for the share issuance, documents concerning pre-emption rights, Registrar filings, and the underlying electronic records relating to the disputed board resolution and shareholder notice.

232. Those documents are capable of objectively confirming, qualifying or undermining factual assertions that are presently central to the dispute. Their production would assist in ensuring that any subsequent proceedings are conducted based on an accurate and complete understanding of the relevant events.

233. I am also satisfied that production of at least some of the requested categories may assist in the resolution without proceedings.

234. The Respondents' opposition to the Application proceeds largely on the basis that the contemporaneous record supports their account of the relevant events. If that is correct, production of the underlying documents may significantly narrow the issues in dispute and may persuade the Applicant that some aspects of his proposed claims should not be pursued.

235. Equally, if the documents materially differ from the Respondents' present account, the Applicant will be able to formulate any claim with greater precision. In either event, there is a realistic prospect that production may avoid litigation on some issues or narrow the range of issues requiring adjudication.

236. The same considerations support the conclusion that early production is likely to reduce costs. Without production, the Applicant will be required either to commence proceedings without access to documents that appear central to the dispute or to abandon potential claims despite lacking access to records held exclusively by the Respondents. Neither course would promote procedural efficiency.

237. Conversely, limited production of identified categories of documents may enable the parties to identify the true issues dividing them and avoid the cost of broader production exercises, interlocutory disputes and unnecessarily broad pleadings in later proceedings.

238. The Respondents submit that the Application is, in substance, an attempt to conduct a forensic audit of the Company's affairs and that several requests are disproportionate.

239. There is some force in that submission in relation to certain categories of documents, particularly Requests 4 to 6, which seek accounting and banking records, and which are more remote from the principal dispute than the documents concerning the share issuance itself.

240. However, proportionality and scope are matters that are more appropriately addressed at the discretionary stage of the analysis than by denying the existence of jurisdiction under RDC 28.48(4). The question at this stage is whether production would be capable of advancing one or more of the statutory purposes identified in the rule. In my judgment, it would.

241. Nor does the existence of factual disputes between the parties negate the desirability of production. To the contrary, the present case illustrates the very circumstance in which the jurisdiction may be useful. The parties advance sharply differing accounts concerning the share issuance, the giving of notices, the operation of contractual rights and the handling of corporate funds, while the underlying documents remain largely under the control of the Respondents.

242. Production of those documents can reduce uncertainty and promote informed resolution of the dispute.

243. Taking all the circumstances into account, I am satisfied that the requirement in RDC 28.48(4) is met. Production before proceedings have commenced is desirable to dispose fairly of the anticipated proceedings, may materially assist resolution of the dispute without proceedings, and is likely to save costs by narrowing the issues that would otherwise require determination in substantive litigation.

H. Exercise of discretion

H1. General Principles

244. Satisfaction of the requirements in RDC 28.48 does not automatically entitle an applicant to an order for pre-action production. The jurisdiction conferred by RDC 28.47-28.50 is discretionary. Even where the statutory conditions are met, the Court must determine whether, in all the circumstances of the case, it is appropriate to order production and, if so, in what scope and upon what terms.

245. The discretionary nature of the jurisdiction is well established in the authorities concerning the analogous CPR 31.16 regime. In Black v Sumitomo Corporation [2001] EWCA Civ 1819, the Court of Appeal emphasised that satisfaction of the jurisdictional requirements does not conclude the inquiry. The Court retains a broad discretion to determine whether production should be ordered, having regard to the purpose of the jurisdiction and the circumstances of the individual case. Assetco plc v Grant Thornton UK LLP [2013] EWHC 1215 (Comm) similarly recognises that the Court must evaluate whether the making of an order is justified and proportionate in the case before it.

246. The discretion must be exercised consistently with the purposes for which the jurisdiction exists. RDC 28.48(4) identifies those purposes as the fair disposal of anticipated proceedings, the resolution of disputes without proceedings, and the saving of costs.

247. The Court should therefore consider whether the proposed order will advance those objectives in a practical and meaningful way. A pre-action production order should not be made merely because the documents sought may be useful or because their production would place one party in a stronger forensic position.

248. A relevant consideration is the degree of specificity with which the anticipated claims and the requested documents have been identified. The more clearly the issues are defined and the more closely the requested documents bear upon those issues, the more compelling the case for pre-action production is likely to be. Conversely, where the contemplated claims remain uncertain or the categories of documents sought are expansive and loosely connected to the issues, the Court may properly decline relief. Bermuda International Securities Ltd v KPMG [2001] EWCA Civ 269; Assetco plc v Grant Thornton UK LLP.

249. Proportionality is also an important consideration. The Court must consider whether the likely benefit of the proposed production is proportionate to the burden imposed upon the respondent. In doing so, the Court may have regard to the nature and volume of the documents sought, the cost and complexity of retrieval, the importance of the issues to which the documents relate, and the extent to which the requested material is likely to advance resolution of the dispute. PHD Modular Access Services Ltd v Seele GmbH [2011] EWHC 2210 (TCC).

250. The Court must also be astute to prevent the jurisdiction from being used as a vehicle for a fishing expedition. As the authorities repeatedly emphasise, pre-action production is not intended to enable a party to explore whether some as yet unidentified cause of action may exist.

251. Nor is it intended to facilitate a broad forensic investigation of an opponent's affairs. Requests directed to documents that are central to identified disputes stand on a very different footing from requests directed to uncovering whether additional claims might be available. Hutchison 3G UK Ltd v O2 (UK) Ltd [2008] EWHC 55 (Comm); Total E&P Sudan SA v Edmonds [2007] EWCA Civ 50.

252. Another relevant consideration is whether the documents sought are uniquely or substantially within the control of the respondent. The rationale for pre-action production is ordinarily strongest where the applicant cannot fairly evaluate or formulate its case without access to documents that are unavailable from any other source. Where the documents can readily be obtained elsewhere, or where the applicant already possesses material sufficient to formulate its claims, the case for intervention may be less compelling: Black v Sumitomo Corporation [2001] EWCA Civ 1819.

253. Confidentiality and commercial sensitivity may also be relevant. Neither consideration provides a complete answer to an otherwise proper request for production. However, where the requested documents contain commercially sensitive information, the Court may take that factor into account in determining whether production should be ordered and, if so, whether limitations, redactions or confidentiality protections should be imposed.

254. The Court may further consider the extent of the parties' pre-action engagement. Where a respondent has already provided substantial information or where a dispute could reasonably be expected to be clarified through ordinary correspondence, that may weigh against the making of a pre-action order.

255. Conversely, where requests for obviously relevant documents have been refused and the documents sought appear capable of materially narrowing the dispute, the case for intervention may be strengthened: Assetco plc v Grant Thornton UK LLP.

256. Finally, the Court must evaluate the application as a whole and not merely by reference to individual categories of documents. The fact that certain requests may justify production does not necessarily mean that every category sought should be ordered.

257. The Court may grant relief in relation to some categories, refuse others, or modify the scope of production so as to achieve an outcome that is proportionate and consistent with the objectives of the jurisdiction. Black v Sumitomo Corporation; Attheraces Ltd v Ladbrokes Betting & Gaming Ltd [2017] EWHC 431 (Ch).

258. It is therefore necessary to consider, in light of the principles above, the factors favouring and weighing against the exercise of discretion in respect of the categories of documents sought by the Applicant.

H2. Factors Favouring Production

259. The conclusions reached under RDC 28.48(4) are themselves factors supporting the exercise of the Court's discretion. For the reasons already given, the requested production can assist the fair disposal of the anticipated proceedings, narrowing the issues in dispute, facilitating informed resolution of the parties' disagreements and reducing the scope and cost of any subsequent litigation.

260. In addition, many of the requested documents appear to be uniquely or substantially within the Respondents' possession, custody or control. The Applicant is no longer involved in the management of the First Respondent and does not have access to its present corporate records, accounting records, banking records, Registrar filings or internal electronic systems. To a significant extent, the documents sought can be obtained only from the Respondents. That consideration weighs in favour of intervention.

261. A further factor is the nature of the documents sought. Requests 1 to 3 and 7 to 10 concern identified transactions, decisions, communications and corporate acts that are already the subject of dispute between the parties. These categories are directed to primary contemporaneous records rather than broad classes of background material. Their evidential value is therefore potentially significant.

262. In particular, the documents concerning the disputed share issuance, the alleged shareholder notice, the board resolution and the Registrar filings have the capacity objectively to confirm, qualify or undermine the competing factual accounts advanced by the parties. Access to such documents may materially assist in identifying the issues that genuinely require determination.

263. It is also relevant that the Applicant sought production before commencing this Application. The evidence indicates that substantial categories of documents were requested through correspondence but were not provided. The Application was therefore not commenced precipitately or without prior attempts to obtain the documents by less intrusive means.

264. Finally, the Court attaches weight to the fact that the requests are, in large part, confined by reference to identified transactions, documents or time periods. This is not a case in which production is sought of all documents relating to the affairs of the Company over an extended period. The generally targeted nature of the requests strengthens the case for the exercise of discretion.

265. Taken together, those considerations favour the exercise of the Court's discretion, particularly in relation to the categories of documents most closely connected with the disputed share issuance and the parties' competing accounts of the events surrounding it.

H3. Factors Against Production

(a) Proportionality

266. Against the factors favouring production must be weighed the need to ensure that any order made is proportionate. Pre-action production is an exceptional jurisdiction and should not impose obligations that are disproportionate to the utility of the documents sought.

267. The Court must have regard to the nature of the anticipated proceedings, the significance of the issues in dispute, the breadth of the categories sought, and the burden that compliance would impose upon the Respondents. Black v Sumitomo Corporation [2001] EWCA Civ 1819; PHD Modular Access Services Ltd v Seele GmbH [2011] EWHC 2210 (TCC).

268. In the present case, some categories of documents are closely connected to the central issues in dispute, particularly those concerning the share issuance, the alleged shareholder notice, the board resolution and the Registrar filings.

269. Other categories, including certain accounting records, SAFE-related documents and banking materials, are more removed from the principal dispute and can require more extensive searches and review exercises.

270. The Court must therefore consider whether the likely benefit of production justifies the burden of production in relation to each category.

271. The proportionality concern is not, however, of equal force across all categories. Many of the requests are confined to identified transactions, specified periods and defined classes of documents. Nonetheless, proportionality remains a factor that may justify limiting the scope of any order ultimately made.

(b) Confidentiality

272. The Respondents also rely upon the confidential and commercially sensitive nature of several of the requested documents. Requests 4, 5 and 6 seek accounting records, financial information, banking records and materials relating to the Company's funding arrangements. Such information is inherently sensitive from a commercial perspective.

273. Confidentiality is not, of itself, an answer to an otherwise proper request for production. Documents do not cease to be relevant or material merely because they contain commercially sensitive information. However, the Court is entitled to take confidentiality into account in exercising its discretion and in determining the scope and terms of any order. Black v Sumitomo Corporation recognises the breadth of the Court's discretion in this regard.

274. In the present case, concerns regarding confidentiality are capable of being addressed, at least in part, through appropriate limitations upon production, redactions, confidentiality undertakings or similar protections. Accordingly, while confidentiality weighs against unrestricted production, it does not provide a compelling reason to refuse production altogether where the documents are otherwise relevant and material.

(c) Burden

275. A related consideration is the burden that compliance may impose upon the Respondents. The Court should be cautious about requiring extensive searches, retrieval exercises, forensic investigations or reviews of large volumes of material at a stage when substantive proceedings have not yet commenced.

276. The burden argument carries limited weight in relation to requests directed to identifiable corporate documents such as board resolutions, shareholder notices, Registrar filings, executed agreements and documents relating to the share issuance process. Such documents should be readily identifiable and accessible if they exist. Requests 1 to 3, 7 and 10, and substantial parts of Requests 8 and 9, fall into that category.

277. The burden argument is potentially stronger in respect of categories requiring extraction of accounting data, generation of audit logs, review of financial records or examination of banking material.

278. Requests 4, 5 and 6 may require a greater degree of review and processing than the production of ordinary transactional documents. That consideration weighs against broad production of such materials and may justify limitations upon the scope of any order.

(d) Risk of a Fishing Expedition

279. The Respondents' most substantial objection is that aspects of the Application amount to a fishing expedition.

280. The authorities consistently caution against the use of pre-action disclosure as a means of investigating whether some additional claim may exist or of conducting a roving examination of an opponent's affairs. Hutchison 3G UK Ltd v O2 (UK) Ltd [2008] EWHC 55 (Comm); Total E&P Sudan SA v Edmonds [2007] EWCA Civ 50.

281. There is substantial force in that submission in relation to Request 4 and some force in relation to aspects of Requests 5 and 6. In particular, Request 4 seeks documents concerning an accounting adjustment whose connection with the principal issues likely to arise in the anticipated proceedings remains insufficiently defined. The request therefore carries a greater risk of becoming an investigation into the Company's internal accounting affairs rather than a request for documents bearing directly upon identified disputes.

282. The Court must therefore be careful not to permit production merely because the documents might reveal information that could support additional claims or lines of inquiry.

283. On the other hand, the Application cannot properly be characterised as a fishing expedition in its entirety. The Applicant has identified specific disputes and has linked each category of documents to those disputes. In relation to Requests 1 to 3 and 7 to 10, the documents sought concern identified transactions and events that are already the subject of controversy between the parties. Those requests are directed to obtaining primary evidential material rather than exploring whether some unknown claim may exist.

284. The risk of a fishing expedition, therefore, weighs most heavily against Request 4 and less heavily against Requests 5 and 6.

(e) Overlap with Merits Issues

285. The Respondents also submit that the parties' evidence has increasingly engaged with the merits of the underlying dispute and that pre-action production should not be used as a vehicle for determining contested factual issues that properly belong in substantive proceedings.

286. I accept that submission as a general proposition. The present Application is not an occasion for determining whether the share issuance was valid, whether a payment default occurred, whether the Applicant validly exercised any buyback rights, or whether either side's substantive position is correct.

287. However, the existence of disputes going to the merits does not itself militate against production. Indeed, the purpose of the jurisdiction is often to permit access to documents that may clarify the factual basis of a dispute before proceedings are commenced. The Court's task is not to determine the merits but to assess whether the requested documents are relevant and material to issues likely to arise in the anticipated proceedings. Black v Sumitomo Corporation; Bermuda International Securities Ltd v KPMG [2001] EWCA Civ 269.

288. The overlap with merits issues does, however, reinforce the need for caution. The Court should avoid making orders that would effectively require extensive merits production before the scope of the proceedings has been defined through pleadings and case management.

289. That consideration is particularly relevant to categories directed to broader accounting and financial matters and less relevant to narrowly focused requests for documents concerning specific transactions or identified communications.

290. Taking these matters together, the factors weighing against production are not insignificant. They are strongest in relation to Requests 4, 5 and 6 and substantially weaker in relation to Requests 1 to 3 and 7 to 10.

291. They do not displace the factors favouring production but are relevant to the way the Court should exercise its discretion and to the scope of any order ultimately made.

H4. Whether the Requested Production Should Be Narrowed

292. Although I have concluded that Requests 1 to 3 and Requests 5 to 10 satisfy RDC 28.48(3), it does not follow that production should be ordered in precisely the form sought by the Applicant. The Court's discretion extends not merely to whether production should be ordered but also to the scope of any order.

293. It is well established that the Court may confine, refine or otherwise modify a request so as to ensure that any order remains proportionate and directed to the purposes for which the pre-action disclosure jurisdiction exists. Black v Sumitomo Corporation [2001] EWCA Civ 1819; Assetco plc v Grant Thornton UK LLP [2013] EWHC 1215 (Comm).

294. In considering whether production should be narrowed, it is necessary to bear in mind the differing strength of the connection between the various categories of documents and the issues likely to arise in the anticipated proceedings.

295. Requests 1 to 3 and Requests 8 to 10 concern the disputed share issuance, the alleged shareholder notice, the board resolution and the Registrar filings. Those documents are central to the issues likely to arise in the contemplated proceedings and are directed to clearly identified transactions and events. There is little scope or need for substantial narrowing of those requests, provided appropriate provision is made for privilege and confidentiality.

296. By contrast, Requests 5 and 6 are directed to SAFE instruments and banking materials. While I have concluded that those categories satisfy the requirements of RDC 28.48(3), they remain more remote from the principal dispute than the documents concerning the share issuance itself. They therefore carry a greater risk of imposing a disproportionate burden upon the Respondents and engage more substantial concerns relating to confidentiality and commercial sensitivity. Those considerations favour a more confined approach to production.

297. Request 4 stands on a different footing. For the reasons already given, I am not satisfied that the documents sought by Request 4 are sufficiently relevant and material to issues likely to arise in the contemplated proceedings to satisfy RDC 28.48(3). It follows that no question arises of narrowing that request. Request 4 should be refused.

298. In relation to Request 5, the strongest case for production concerns executed SAFE agreements, board approvals relating to those agreements, and documents evidencing receipt and accounting recognition of the relevant SAFE proceeds.

299. Those documents can demonstrate the existence and treatment of the SAFE instruments without requiring extensive production of unrelated financial records. A more expansive production exercise would risk extending beyond the proper limits of the pre- action production jurisdiction.

300. Request 6 also warrants some limitation. The Applicant does not require unrestricted access to the Company's banking records. The issues identified in the anticipated proceedings concern particular transactions. Any order should therefore be confined to documents sufficient to identify the relevant inbound and outbound transfers relied upon by the parties, together with surrounding entries necessary to understand those transactions.

301. Such an approach would substantially reduce the intrusion into the Company's financial affairs while preserving access to documents genuinely relevant to the dispute.

302. In relation to Requests 8 and 9, the Court considers that the production of native electronic records, audit trail information and transmission metadata should be confined to the identified board resolution and identified shareholder notice. There is no basis for any broader examination of the Respondents' electronic systems, email archives or document-management platforms.

303. The Court also considers that any production order should be accompanied by ordinary protections relating to privilege. Nothing in this judgment should be taken as requiring production of privileged communications or privileged documents. To the extent that privilege is claimed, the Respondents should identify the relevant documents and the basis upon which privilege is asserted.

304. Likewise, where documents contain commercially sensitive information unrelated to the issues in dispute, limited redactions may be appropriate provided that the redacted material is not itself relevant and material to the matters likely to arise in the anticipated proceedings. Any dispute concerning the propriety of redactions can be addressed following production.

305. Having regard to the principles of proportionality, confidentiality and procedural fairness, I therefore consider that production should be ordered in relation to Requests 1 to 3 and Requests 5 to 10, but that the scope of Requests 5 and 6 should be confined to the categories identified above. Request 4 should be refused.

306. Subject to those qualifications, I am satisfied that the objectives of RDC 28.48 can be achieved through a targeted production order that focuses on the contemporaneous documents most closely connected with the anticipated proceedings while avoiding the burden and intrusion that would accompany a broader forensic examination of the Company's affairs.

I. Conclusion on each request

307. For the reasons set out in Sections G3 and H above, I am satisfied that each category of documents sought by the Applicant is sufficiently relevant and material to issues likely to arise in the contemplated proceedings and that it is appropriate to exercise the Court's discretion to order production.

308. For the reasons set out above, Request 4 should be refused.

309. For the reasons given, Request 5 should be granted in a confined form. Production should be limited to executed SAFE agreements, related approvals, documents evidencing receipt of SAFE proceeds and documents recording their accounting treatment.

310. For the reasons given, Request 6 should be granted in a confined form. Production should be limited to documents evidencing the specific inbound and outbound transactions identified by the Applicant and any closely related banking records necessary to understand those transactions.

311. In summary, Requests 1, 2, 3, 5, 6, 7, 8, 9 and 10 should be granted. Request 4 should be refused.

J. Disposition

J1 Overview

312. For the reasons set out above, I am satisfied that the requirements of RDC 28.48 are met in respect of each of the categories of documents sought by the Applicant. I am further satisfied that the Court should exercise its discretion to order pre-action production. However, Request 4 should be refused. Requests 5 and 6 should be granted in a more limited form than originally sought to ensure proportionality and to accommodate legitimate concerns regarding confidentiality and burden.

313. In summary:

J2. Documents to be Produced

314. The Respondents shall produce the documents falling within Requests 1, 2, 3, 7, 8, 9 and 10 as described in Annex 1 to the First Witness Statement of Mr Faris Shehabi dated 22 May 2026, subject to any valid claim of privilege and the qualifications set out in this judgment.

315. The Respondents shall further produce the documents falling within Requests 5 and 6 as narrowed and described in section H4 of these reasons.

316. Production shall include native electronic versions of documents where specifically requested in Requests 8 and 9 and where metadata forms part of the information sought.

J3. Documents Not Required to be Produced

317. The Respondents shall not be required to produce:

J4. Time for Compliance

318. The Respondents shall provide the ordered production within 21 days of the date of this order.

319. If any category of documents cannot reasonably be produced within that period, the Respondents may apply for a variation of the timetable, supported by evidence explaining the reasons for non-compliance and proposing an alternative date.

J5. Privilege and Confidentiality Protections

320. Nothing in this order requires the production of privileged documents.

321. Where privilege is claimed, the Respondents shall identify the document or class of document withheld and state the basis upon which privilege is asserted.

322. The documents produced pursuant to this order shall be used only for the purposes of evaluating, formulating, pursuing or defending the anticipated proceedings identified in this Application unless the Court otherwise orders.

323. The Respondents may redact information that is commercially sensitive and irrelevant to the issues identified in this judgment, provided that the redaction does not obscure material that is relevant and material to those issues.

324. Any dispute concerning privilege, confidentiality or redaction may be referred to the Court for determination.

J6. Documents No Longer Within Control

325. To the extent that any document falling within the scope of production is no longer within a Respondent's possession, custody or control, the Respondent shall identify the document or category of document concerned and state, to the best of its knowledge:

326. Each Respondent shall verify compliance with this order by serving a document production statement confirming the searches undertaken, the documents produced, any documents withheld on grounds of privilege, and any documents no longer within its possession, custody or control.

327. Subject to the terms set out above, the Application is allowed.

K. Costs

328. The Applicant has succeeded in the Application. He has established that the requirements of RDC 28.48 are satisfied and has obtained orders for production in relation to nine of the ten categories of documents sought, although Requests 5 and 6 have been narrowed, and Request 4 has been refused. In substance, the Applicant has achieved the principal relief sought by the Application.

329. The general rule is that costs follow the event. That principle ordinarily applies to interlocutory applications, including applications for pre-action production, absent some circumstance justifying a different order.

330. The Respondents submit that a number of the requests were excessively broad and that the Applicant sought production extending beyond what was properly necessary at the pre-action stage. There is some force in that submission. As explained above, Request 4 was refused and Requests 5 and 6 required narrowing to address concerns about proportionality, confidentiality and burden.

331. However, those limitations do not alter the overall result of the Application. The Applicant succeeded in relation to the overwhelming majority of the categories sought. The only category refused was Request 4. Requests 5 and 6 were granted in a more limited form than originally sought, but the Applicant obtained production in relation to the principal categories of documents at the centre of the dispute, including the share issuance documents, pre-emption documents, contractual documents, electronic records and Registrar filings.

332. I also take into account that the Applicant sought production voluntarily before commencing the present proceedings. The evidence demonstrates that substantial categories of documents were requested through correspondence but were not produced. The Application was therefore not commenced precipitately. Rather, it was brought after efforts to obtain the documents without Court intervention had largely proved unsuccessful.

333. Further, many of the documents ordered to be produced concern matters upon which the Respondents themselves rely in support of their account of events, including the corporate approvals, notices, electronic records and Registrar filings relating to the disputed share issuance. In those circumstances, it was reasonable for the Applicant to seek access to those materials before commencing substantive proceedings.

334. Taking all the circumstances into account, I consider that the appropriate order is that the Respondents pay the Applicant's costs of the Application.

335. In the absence of agreement, the costs of the Application shall be assessed by a Registrar on the standard basis.

336. Accordingly, I order that the Respondents pay the Applicant's costs of this Application, to be assessed on the standard basis if not agreed.

L Orders

337. The Court orders:

Production of Documents

338. The Respondents shall, within 21 days of the date of this Order, produce:

Native Documents

339. Where a document is specifically requested in native electronic format, the Respondents shall produce it in native format together with associated metadata reasonably available to them.

Privilege

340. Nothing in this Order requires the production of any document protected by legal professional privilege.

341. In respect of any document withheld on grounds of privilege, the Respondents shall identify:

Confidential Information

342. The Respondents may redact information that:

343. Any dispute concerning a redaction may be referred to the Court.

Documents No Longer Within Control

344. If any document falling within the scope of this Order is no longer within a Respondent's possession, custody or control, that Respondent shall state:

Verification

345. Within 21 days of the date of this Order, each Respondent shall serve a document production statement verified by a statement of truth confirming:

Use of Documents

346. Documents produced pursuant to this Order may be used only for the purpose of evaluating, formulating, pursuing or defending the contemplated proceedings identified in this Application unless the Court otherwise orders.

Costs

347. The Respondents shall pay the Applicant's costs of the Application to be assessed on the standard basis if not agreed within 21 days of the date of this Order.