On 22 October 2026 the Court of Appeal in London dismissed India’s appeal in RAKIA v India, so a claim based on a 12% stake in an Indian project company goes to arbitration on the merits under the 2013 India–UAE bilateral investment treaty (BIT). Which treaty applies to a dispute depends on when the events occurred and the claim arose: the 2024 BIT does not apply to claims arising out of events before its entry into force on 31 August 2024 (Art 2.3), and claims that arose before then belong to the 2013 BIT only (Art 39.4). For later disputes, the 2024 BIT drops the words that decided RAKIA but requires a claim in India within one year of when the investor knew, or should have known, of the measure and the loss (Art 17.1, 2024 BIT). UAE investors with minority stakes in Indian projects need to decide now how they record their investments and track that clock; GCC groups holding through a UAE vehicle should note that benefits are denied where the investor or investment is owned or controlled, directly or indirectly, by persons of a non-Party or of India (Art 36.1(i)).

Table of Contents

What happened in RAKIA v India

RAKIA, the investment arm of the Government of Ras Al Khaimah, paid US$42.5 million by 2009 for shares in ANRAK, an alumina refinery company to be supplied with bauxite by the Andhra Pradesh state company APMDC. It started with 30%, pledged its shares (then 33%) for ANRAK’s loans in 2010, and later fell to about 12% when it did not match Penna’s further equity investments (paras 4, 11–15). On 6 April 2016 the Government of Andhra Pradesh (GoAP) issued GOM 44, which purported to nullify the orders authorising the bauxite supply agreement (BSA). APMDC cancelled the BSA on 21 November 2016 (para 19).

RAKIA served a UNCITRAL notice of arbitration on 8 December 2016 (para 4). A London-seated tribunal chaired by Lord Hoffmann declined jurisdiction on 11 May 2022 (para 5). On 20 June 2025 Robin Knowles J set the award aside under s.67 of the Arbitration Act 1996 and remitted the dispute (para 6).

The issue: whether state action “applied directly” to a 12% stake

For India, the 2013 BIT covers “Measures underlying a dispute taken by the Central Government and/or the state governments while exercising their executive powers” (Art 10.2, 2013 BIT). A “Measure” is “any form of binding action taken by a Contracting Party under any law, rule or regulation and applied directly to an Investment” (Art 1.8). It was common ground that legislative and judicial acts fall outside it (para 69(ii)), and the court accepted that the offer “may well be” unusually restricted (para 74).

The tribunal held that the GoAP acts applied directly only to ANRAK and APMDC, not to RAKIA’s shares (para 5). The judge held that they applied directly because they were “targeted at” RAKIA’s investment (para 6).

What the Court of Appeal held in RAKIA v India

1. The investment was RAKIA’s shares, not the project. India’s first ground had “no merit” (para 54). The cash was replaced by shares under the “change of form” sentence in Art 1.1 (para 54). Phillips LJ also treated the pledge as “a further substantial investment” (para 55); Miles and Males LJJ reserved their view on that (paras 85–86).

2. RAKIA’s investment did not include ANRAK’s assets. RAKIA argued that its investment included the BSA, to which, it was common ground, the measures applied directly (paras 8, 60). Most of the cases it cited concerned investors who owned or controlled intermediate companies (para 64). RAKIA “was at all times a minority shareholder”, so “the BIT cannot be interpreted so as to include ANRAK’s assets as those invested by RAKIA”. RAKIA did not point to any award treating a company’s assets as a minority shareholder’s, “let alone where the interest was as small as 12%” (paras 65–66).

3. “Applied directly” is tested against the shares as an investment. India said a measure must act on the shares themselves (para 67). The court disagreed: because a “change of the form” does not affect an asset’s character as an investment (para 71), the question “must be determined on the basis that the asset in question is invested in the relevant territory in the project the company was set up to establish, develop and execute” (para 72). Seizing US$42.5 million just after it was paid in would, “on any ordinary good faith understanding”, apply directly to the investment (para 73). The GoAP actions did so because they ended the primary bauxite supply and led to the end of the BSA (para 75).

4. The judge’s “targeted” explanation was rejected, without affecting the result. Phillips LJ called it “a subsidiary aspect of his reasoning and not necessary for his decision”. He saw “force in India’s argument” that a line between “wider executive action” and “targeted” action “does not work”, since an industry-wide regulation would “apply directly” to every company it covers, and accepted that it is “difficult to reconcile with other provisions in the BIT”. “Directly” excludes “indirect or consequential application of executive actions directed elsewhere”, such as effects on businesses servicing the mine, the refinery or transport between them. The line “may not be clear cut in every case”, and whether it matches RAKIA’s “direct nexus” test was left open (para 76).

5. Other points. RAKIA could not revive its abandoned argument that Art 10 is a freestanding offer to arbitrate (paras 9, 78–83). Applying the Vienna Convention (para 34), object and purpose may be “the factor that tipped an otherwise uncertain outcome in favour of the investor”, but Occidental does not create a presumption for investors (para 39). India’s agreed minutes recording “new but unidentified concerns” raised in July 2013 could not be used under Art 32 of the Vienna Convention (para 74).

What the court did not decide, and what happens next

The decision is about jurisdiction only, not breach or compensation. Nor does it lay down a general rule that measures harming a company apply directly to every minority shareholder. The result turned on the wording of the 2013 BIT (“applied directly”, Art 1.8), the “change of the form” sentence in Art 1.1, and the link between RAKIA’s capital and the project ANRAK was set up to execute (paras 71–72, 75). India’s point that the refinery has used other bauxite since 2017 could not affect the jurisdictional outcome (paras 19, 77). The dispute goes back to the tribunal “to determine it on its merits” (para 6).

India appealed with the judge’s permission, which s.67(4) requires (paras 7, 79). The judgment does not mention a further appeal, and we have not confirmed whether India has sought permission to appeal to the Supreme Court. On enforcing any award in India, see the guide to enforcing foreign arbitral awards in India and the Deutsche Telekom enforcement lessons.

The 2013 BIT has ended, and its claim window closed on 31 January 2025 (on our reading)

The 2013 BIT provided that a new agreement “shall supercede the existing Agreement from the date of its entry into force” (Art 18), and it has no survival clause. The 2024 BIT, which calls it the “India UAE BIT 2014”, fixes the “Date of Cessation” as the earlier of its own entry into force and 12 September 2024:

“Both Parties agree that any claim under the India UAE BIT 2014 that arose on or prior to the Date of Cessation shall be brought no later than Five (5) months from the Date of Cessation.” (Art 39.4, 2024 BIT)

Such claims can be brought only under the old treaty (Art 39.4). The DEA table gives 31 August 2024 as the 2024 BIT’s entry into force, so on our reading the last day for an old-treaty claim was 31 January 2025. The deadline concerned bringing claims under the old treaty. It does not affect arbitrations already validly commenced under it, including RAKIA’s, begun in December 2016. The 2024 BIT does not apply to “claims arising out of events which occurred … prior to the entry into force of this Treaty” (Art 2.3). An investor hurt by a pre-31 August 2024 measure who did not file by 31 January 2025 therefore appears to have no claim under either treaty. Measures that continue past that date raise a question of interpretation that neither text settles. For other treaties, see the investment treaty tracker.

2013 BIT vs 2024 BIT on the points that decide claims like RAKIA’s

The 2024 BIT was signed on 13 February 2024 and in force from 31 August 2024 (DEA).

Issue	2013 BIT	2024 BIT
Investment	“every kind of asset invested”, including shares; “change of the form” does not affect “character as Investment” (Art 1.1)	“owned or controlled, directly or indirectly”, with “the characteristics of an investment”; “only includes” listed items, including “Shares … in an Enterprise” (Art 1.4). We found no “change of form” sentence.
Exclusions	Rights in respect of hydrocarbons (Art 1.1(v))	Natural-resource concessions (item A(f)); “pre-operational expenditure”; goodwill and market share; government debt; others (Art 1.4(i)–(vii))
Measure	Binding action “applied directly to an Investment” (Art 1.8)	“includes a Law, regulation, rule, procedure, decision, administrative action pursuant to Law” (Art 1.8); treaty covers measures “relating to” investments (Art 2.1)
Whose acts	Executive acts of the Central and state governments (Art 10.2)	Government or Sub-national Government, including a State Government (Arts 1.12, 2.1); not Local Government (Art 2.4(i)). “Law” includes legislation and court decisions (Arts 1.6, 1.8), but a tribunal cannot review the merits of a court decision (Art 14.6(i)).
Substantive standards	Full protection and security (Art 4); fair and equitable, national and most-favoured-nation treatment (Art 5)	Closed list: denial of justice, fundamental breach of due process, targeted discrimination, manifestly abusive or arbitrary treatment; “legitimate policy objectives” are not “manifestly arbitrary” (Art 4.1). Full protection and security “only refers to” physical security (Art 4.2). National treatment (Art 5). We found no fair and equitable treatment or MFN clause.
Right to regulate	No general clause. Exceptions for performance requirements “deemed vital for reasons of public order, public health or environmental concerns” (Art 4.3) and emergency disease or pest measures (Art 14.2). Tribunals give “a high level of deference” to host-state laws and policies (Art 10.7(d)).	The “mere fact” that a Party regulates in a way that negatively affects an investment or expected profits “is not a breach” (Art 3). Non-discriminatory public-interest regulation (Art 6.5) and action “in its commercial capacity” (Art 6.4) are not expropriation.
Contracts	Contract between a Contracting Party and the investor: its procedure applies (Art 10.8(a))	Disputes “arising solely from an alleged breach of a contract between a Party and an Investor” go to the contract’s forum (Art 14.3)
Before arbitration	No local remedies. Six months’ negotiation after a Notice of Dispute (Arts 10.4–10.5), then 90 days’ notice (Art 10.6).	Claim in Indian courts or bodies within 1 year of the knowledge date; deemed pursued after 3 years or on earlier exhaustion; not required if no domestic remedy can reasonably give relief (Art 17.1). Then 6 months’ consultation (Art 17.3) and 90 days’ notice, which can run concurrently (Art 17.4(vi)).
Time limit	5 years from knowledge of the Measure and loss (Art 10.8(b))	5 years from knowledge, or “where applicable” 12 months after domestic proceedings end (Art 17.4(i)–(ii))
Waivers and disclosure	Choice of forum is final (Art 10.5)	Waivers of other proceedings (Art 17.4(iii)–(v)). Ownership, control and economic rights “at all levels” must be disclosed; if India later finds material undisclosed information, it “shall withdraw” consent and the arbitration is terminated (Art 17.2(f)).
Tax, procurement, subsidies	Tax excluded (Art 2(3)); no procurement or subsidy carve-out	Tax excluded, and the host state’s decision that a matter is taxation is “non-justiciable” (Art 2.4(ii)); procurement and subsidies or grants excluded (Art 2.4(iv)–(v))
Investor	“any national, company or government of a Contracting Party” (Art 1.2)	A UAE natural person, or a UAE-constituted juridical person that is government- or Emirate-owned or controlled, has “substantial business activities”, or is owned or controlled by UAE nationals or such entities; not a branch or representative office (Art 1.5)
Denial of benefits	None	Owned or controlled by persons of a non-Party or of the denying Party (for claims against India, Indian persons); or established, restructured or given nationality, or lacking substantial business activity, with the “primary purpose” of accessing arbitration (Art 36.1). Also where a land-bordering country or its person has a “beneficial interest”: over 10% of the investment, votes or distributions, or any control right (Arts 36.2–36.3).
Funding and damages	Silent on funding; expropriation at fair market value plus interest (Art 7)	No third-party funding (Art 16); damages capped at “actual loss”, excluding consequential damages “including future profits” (Art 27.3)
Duration	10 years; superseded by a new agreement from its entry into force (Art 18); no survival clause	10 years, lapsing unless renewed; 12 months’ notice to terminate (Art 39.2); 10 years’ further protection for earlier investments (Art 39.3)

For the wider pattern in India’s newer treaties, see the India bilateral investment treaty guide.

Worked example (hypothetical): the RAKIA facts under the 2024 BIT

A hypothetical comparison, not a statement of RAKIA’s rights: the 2024 BIT does not apply to the 2016 measures (Art 2.3). Assume the investor learned of the measure and the loss on 6 April 2016, the date of GOM 44.

Local claim in India by early April 2017 (Art 17.1), unless the investor can show that there are “no available domestic legal remedies capable of reasonably providing any relief”, in which case the local-remedies step does not apply (Art 17.1). The 2013 BIT had no such step; RAKIA issued its notice of arbitration on 8 December 2016 (para 4).
Waiting period. Local remedies count as pursued on 6 April 2019 (Art 17.1); six months’ consultation follows, with the 90-day notice running alongside (Arts 17.3, 17.4(vi)). Unless local remedies were exhausted sooner, arbitration could start around October 2019.
Outer limit: 6 April 2021, or 12 months after domestic proceedings end, “where applicable” (Art 17.4).
Jurisdiction. The 12% stake fits “Shares … in an Enterprise” (Art 1.4), and GOM 44 would be a Sub-national Government measure (Arts 1.8, 1.12, 2.1). “Applied directly” is gone, but Art 2.1 still requires measures “relating to” the investment, so a nexus argument remains possible. New questions: whether APMDC acted “in its commercial capacity” (Art 6.4); whether Art 14.3 (contracts “between a Party and an Investor”) could reach an APMDC–ANRAK contract; and whether any capital was “pre-operational expenditure” (Art 1.4(ii)).
Merits. On these facts the claim would have to fit the Art 4.1 list, physical full protection and security (Art 4.2), national treatment (Art 5) or expropriation (Art 6). Damages exclude future profits (Art 27.3).

Practical lessons for minority investors

Show what the capital was for. Direct application was tested against “the project the company was set up to establish, develop and execute” (para 72). Keep documents tying the money to the project.
Rely on your shares, not the company’s assets. A 12% holder that neither owned nor controlled the company could not count its assets as its investment; RAKIA’s claim rested on its shares (paras 65–66).
Know where you sit in the chain. Investors in businesses servicing a project may face only “indirect or consequential application” of a measure (para 76).
Keep a full ownership record. The Notice of Dispute must disclose ownership, control and economic rights “at all levels” since the investment was made (Art 17.2(f)). Test the holding vehicle against Arts 1.5 and 36.
Diarise the one-year local filing deadline (Art 17.1). Tax disputes are outside the BIT (Art 2.4(ii)); see the India–UAE tax treaty guide. A UAE company’s exposure from an Indian presence is a tax-treaty question; the Supreme Court’s ruling on fixed-place permanent establishments is in Hyatt v ADIT.

Common questions

What did the Court of Appeal decide in RAKIA v India? It dismissed India’s appeal. The GoAP’s actions “applied directly” to RAKIA’s 12% shareholding under the 2013 BIT, so the tribunal will hear the merits (paras 6, 75, 84).

Can a minority shareholder bring an investment treaty claim against India? In RAKIA the court upheld jurisdiction over a claim based on a 12% shareholding. RAKIA could not treat ANRAK’s assets as its own, because it neither owned nor controlled ANRAK (para 65). Under the 2024 BIT, shares in an Enterprise are a listed investment (Art 1.4), subject to Art 17.

Is the 2013 India–UAE BIT still in force? No. It ceased to have effect when the 2024 BIT entered into force on 31 August 2024. Claims that arose by then had to be brought within five months (Art 39.4, 2024 BIT): on our reading, by 31 January 2025.

Does the India–UAE CEPA protect investments? Not through an investment chapter. Chapter 12 records the BIT and sets up a council, but “nothing in this Chapter shall be subject to any dispute settlement mechanism” (Art 12.6, India–UAE CEPA).

Sources

Republic of India v Ras Al Khaimah Investment Authority [2026] EWCA Civ 1358, Court of Appeal (Civil Division), 22 October 2026. Judgment: caselaw.nationalarchives.gov.uk. Hearing page: judiciary.uk
RAKIA v India, High Court (Commercial Court), Robin Knowles J, judgment of 20 June 2025, as described in the Court of Appeal judgment (para 6).
Agreement between the Government of the Republic of India and the Government of the United Arab Emirates on the Promotion and Protection of Investments, signed 12 December 2013, in force 13 September 2014. DEA: dea.gov.in
Bilateral Investment Treaty between India and the UAE, signed Abu Dhabi 13 February 2024, in force 31 August 2024. DEA: dea.gov.in
Department of Economic Affairs, table of bilateral investment treaties, checked 29 October 2026. dea.gov.in
India–UAE Comprehensive Economic Partnership Agreement, Chapter 12 (Investment and Trade). Official URL not confirmed.

RAKIA v India: Minority Investors and the India–UAE BIT