CL-2018-000297, CL-2018-000404, CL-2018-000590, - [2025] EWHC 2364 (Comm)

In 1997, after completing a university degree in accounting and finance, Ms Bhudia joined Merrill Lynch as a Financial Controller in its Global Equities business. She met Sanjay Shah there and they remained friends. She had already moved to Dubai in the late 2000s, before Sanjay Shah relocated there in early 2009. Sanjay Shah said in evidence that she had “a deep understanding of dividend arbitrage and equity markets”, but what exactly he meant by that, and how accurate that understanding might then have been, was not explored; and I had no evidence from Ms Bhudia, or other evidence, that might enable me to put any meaningful detail to that very high-level comment. Through T&S and other corporate vehicles of hers, Ms Bhudia was a forward counterparty for Solo Model trades in 2014 and 2015. Also through T&S, she indirectly acquired shares in Varengold Bank for Sanjay Shah as part of his covert acquisition of control, which is why (like Colbrook for Mr Smith) T&S later came to be indirectly owned by Sanjay Shah and was a Sanjay Shah D at trial.

Mr Devonshire was at Novus in 2013. When Mr Murphy indicated that he had an interest in finding US-based financial professionals that might be introduced to Solo (Sanjay Shah), Mr Devonshire put Mr Murphy in touch with Mr Fletcher. Thereafter, Mr Devonshire was a largely passive 50% beneficiary of the arrangements made by Mr Fletcher under which Mr Fletcher would be remunerated for introductions of USPFs to SCP (GSS) for Solo Model trading. He was not a completely ‘sleeping partner’, doing nothing at all except receive from time to time his share of what Mr Fletcher had earned for the two of them, and like everyone else in Sanjay Shah’s orbit he involved himself in the false invoicing practices that Mr Shah favoured.

Having been put in touch with Mr Murphy by Mr Devonshire, Mr Fletcher arranged for his colleagues, the Standard Credit Individuals, to meet Mr Murphy and Sanjay Shah on their recruiting trip to New York in the summer of 2013. That led to 11 USPFs (including Roxy Ventures LLC Solo 401(k) Plan, set up by Mr Fletcher himself) becoming Solo Model clients, participating as equity buyers and successful tax refund claimants (through the Tax Agents). Proportionately modest success fees were paid by Mr Murphy (through Schmet) to Mr Fletcher (through Equilibrium Capital, his company owned jointly with Mr Devonshire, so that the benefit was shared equally with Mr Devonshire as Mr Fletcher intended).

As described above, Mr Murphy was dishonest with Mr Fletcher about the fees that Sanjay Shah was paying. When that came to light Mr Fletcher did a deal directly with Mr Shah, cutting Mr Murphy out, to be paid a success fee of US$1m per USPF for further USPFs introduced by Mr Fletcher to Solo, if he could arrange such introductions and if successful tax refund claims were then made on behalf of those further USPFs. Through complex and obfuscatory invoicing mechanics, involving as always for Solo Model success fees false descriptions of what was invoiced, Messrs Fletcher and Devonshire were duly paid US$20m since, at Mr Fletcher’s initiative pursuant to the new deal with Sanjay Shah, 20 new USPFs connected to Messrs Tucci and Bradley were successfully introduced.

Mr Godson acted, like Mr Fletcher, as an introducer of USPFs to Solo (GSS) by identifying and recruiting US-based individuals who might be in a position to establish USPFs that could trade on the SCP platform. He also established, so that he was in each case the trustee and beneficiary, five USPFs of his own, including Godson 401K, the only one of the five which is a trial defendant, and he was the trustee and authorised representative of eight other USPFs, three of which are trial defendants (Idea Guy 401K, Lawler 401K and Watts St 401K). He was also a point of contact for a further eleven USPFs introduced to Solo at his initiative. His initial understanding with Sanjay Shah was that he should receive a share of the proceeds of successful tax refund claims made on behalf of the USPFs he introduced, but that was not finalised or implemented and instead there was a final deal that he would be paid US$500,000 per USPF that he introduced, in each case if it traded successfully. Mr Godson received his fees as falsely-invoiced consultancy fees payable to his company, JAA, and in each case JAA passed on US$100,000 to the individual behind the USPF in question when that was not Mr Godson himself. For all the USPFs with which Mr Godson had any involvement, the trading on the SCP platform was conducted by Mr Lehman, never by Mr Godson. On one occasion, Mr Lehman gave detailed instructions to Mr Godson on how to access relevant accounts and take the steps needed for some Solo Model trading activity that there was a chance Mr Lehman might not be able to conduct, but in the event Mr Lehman was available and attended to it himself.

Mr Jain was part of the Malaysian branch of the Solo Model business, moving to Labuan and establishing there his four LabCos, to be Solo Model equity buyers, under a profit sharing arrangement with Sanjay Shah under which Ganymede took c.80% and Mr Jain’s vehicle Ten Rings took c.20% of the net tax refund claim proceeds paid on tax refund claims submitted on behalf of his LabCos, being of course the only profits from the trading they did. As with everyone else involved in similar ways, the invoicing and payment of that profit share was done through invoices falsely describing the earnings. Mr Jain’s other significant involvement was his participation, through the corporate Jain Ds, in Sanjay Shah’s acquisition of effective control of Varengold Bank (using Erix and Oberix) and Dero Bank (using Double Two and Double Two Investments).

Finally for this element of this Appendix, Mr Preston was also part of the Malaysian expansion of the Solo Model business. Whereas Mr Jain had been at Solo, running an FX desk and having no involvement in the Solo Model, Mr Preston had been at IPG, the property consultancy of which Sanjay Shah had become a major client. Mr Preston was persuaded by Mr Shah to relocate to Labuan to establish and own LabCos, and that is what he did. He was himself the registered shareholder of six LabCos, but his involvement was a collective effort with Garry Hope and Tim Murphy from IPG. Messrs Hope and Murphy were in practical terms part of Mr Preston’s efforts in relation to his six LabCos, and Messrs Preston and Murphy were likewise part of Mr Hope’s efforts in relation to a further six LabCos established under his sole registered ownership. Their reward was a profit share, the only source of profits of course being tax refund claims if successfully made on behalf of the LabCos. Through Skyfall, Skyfall Holdings and Bellview, Mr Preston was part of Sanjay Shah’s covert acquisition of control of Varengold Bank, which is why they all later came into Mr Shah’s indirect ownership. They were Sanjay Shah Ds at the Main Trial (subject to the point made in paragraph 38 of the main body of this judgement for Skyfall and Skyfall Holdings, they being two of the corporate SSDs that stand struck off).