$~J * IN THE HIGH COURT OF DELHI AT NEW DELHI Judgment reserved on: 28.11.2025 Judgment pronounced on: 04 .04 .2026 + ARB. A. (COMM) 22/2024 & I.A. 8228/2024, I.A. 30930/2024 TALENT UNLIMITED ONLINE SERVICES PRIVATE LIMITED AND ANR. ………Appellants Through: Mr. Manik Dogra Sr. Adv. with Mr.Sandeep Devashish Das, Ms. Anandini Kumari Rathore, Mr. Arijeet Bhattacharjee, Advs. versus AFFLE INDIA LIMITED ………Respondent Through: Mr. Jayant Mehta, Sr. Adv. with Mr. Abhishek Ghai, Adv.

OMP (ENF.) (COMM) 66/2024 AFFLE INDIA LIMITED ………Decree Holder Through: Mr. Jayant Mehta, Sr. Adv. with Mr. Abhishek Ghai, Adv.

versus TALENT UNLIMITED ONLINE SERVICES PRIVATE LIMITED AND ANR. ………Judgement Debtors Through: Mr. Manik Dogra Sr. Adv. with Mr.Sandeep Devashish Das, Ms. Anandini Kumari Rathore, Mr. Arijeet Bhattacharjee, Advs.

CORAM:

HON'BLE MR. JUSTICE JASMEET SINGH

J U D G M E N T

ARB. A. (COMM) 22/2024

1. This is an appeal filed under Section 37(2)(b) of the Arbitration and Conciliation Act, 1996 (“1996 Act”) challenging the order dated 11.03.2024 (“impugned Order”) passed before the Singapore International Arbitration Centre (“SIAC”) in SIAC Arbitration No. 024 of 2023 in the arbitration proceedings titled as “Affle (India) Limited vs. Talent Unlimited Online Services private Limited & Ors.”.

2. The appellants herein were the respondents in the arbitral proceedings and the respondent herein was the claimant.

FACTUAL MATRIX AS PER THE APPELLANTS

3. The appellant No.1 i.e., Talent Unlimited Online Services Private Limited, (“appellant No.1 Company”) is a private limited company, registered as a „Micro Industry‟ under the Micro Small and Medium Enterprises Development Act, 2006. The appellant No. 2 i.e., Mr. Ankit Prasad, is the founder and Chief Executive Officer of appellant No.1 Company.

4. The respondent i.e., Affle (India) Limited, a public company limited, is a technology company and delivers consumer acquisitions, engagements, and transactions using mobile advertising for companies globally.

5. The appellant No.1 Company developed an input method smartphone keyboard service namely Bobble Keyboard. Subsequently, many investors invested in appellant No.1 Company including Marquee International Investor SAIF Partners (“SAIF”) and hold 12.74% of appellant No. 1 Company and Xiaomi Singapore Pte. Ltd. (“Xiaomi”), which holds 7.02% shareholding in appellant No.1 Company.

6. On 30.04.2020, the appellant No.1 Company was approached by the respondent with a proposal to invest in appellant No.1 Company by becoming its „exclusive Ad monetisation‟ partner and assured that integrating its software development kit on appellant No.1 Company‟s keyboard applications, the appellants would generate substantial advertising revenue. Subsequently, the respondent and appellant No.1 Company entered into a Memorandum of Understanding (“MOU”) dated 31.07.2020 and also into three inter-linked definitive agreements all dated 08.08.2020 namely:-

i. Series C Share Subscription Agreement (“Series C SSA”) and Series C Shareholders Agreement (“Series C SHA”) whereby which respondent subscribed to 2300 Series C CCPS (“Initial Shares”) of appellant No.1 Company by investing USD

2,640,000 i.e., about Rs. 19,80,00,000/-;

ii. Platform Licensing Agreement (“PLA”); and iii. Global Monetization Partnership Agreement (“GMPA”)

pursuant to which respondent became the exclusive ad publishing partner of appellant No.1 Company and under which the respondent guaranteed minimum revenue commitments of approximately Rs. 1,00,00,00,000/- upon achievement of certain minimum Daily Active User targets by appellant No.1 Company.

7. Subsequently, on 09.06.2021 Series C1 Share Subscription Agreement (“Series C1 SSA”) was signed, and consequently, Series C SHA was amended and the Amended and Restated Shareholders Agreement (“SHA”) was executed.

8. The SHA contains the arbitration clause being Clause No. 14.7, which reads as under:-

“14.7 Dispute Resolution.

14.7.1 All disputes and differences arising out of or in