$~

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Judgment reserved on: 19.03.2026 Judgment pronounced on: 06.04.2026 + O.M.P. (COMM) 111/2025, I.A. 5890/2025 (For Exemption) &

I.A. 5891/2025 (For Stay)

FLEXING IT SERVICES PRIVATE LIMITED & ANR.

.....Petitioners Through: Mr. Essenese Obhan, Ms.

Ashima Obhan and Ms. Anjuri Saxena, Advocates.

versus COLVYN JAMES HARRIS .....Respondent Through: Mr. Tishampati Sen, Ms.

Riddhi Sancheti and Mr.

Anurag Anand, Advocates.

+ OMP (ENF.) (COMM.) 101/2025 & EX.APPL.(OS) 751/2025 (For Disclosure of assets by the JD No. 01 on affidavit)

COLVYN JAMES HARRIS .....Decree Holder Through: Mr. Tishampati Sen, Ms.

Riddhi Sancheti and Mr.

Anurag Anand, Advocates.

versus FLEXING IT SERVICES PRIVATE LIMITED & ANR.

.....Judgement Debtors Through: Mr. Essenese Obhan, Ms.

Ashima Obhan and Ms. Anjuri Saxena, Advocates.

CORAM:

HON'BLE MR. JUSTICE HARISH VAIDYANATHAN SHANKAR

J U D G M E N T

HARISH VAIDYANATHAN SHANKAR, J.

1. The Objection Petition, being OMP. (COMM.) 111/2025, Objection Petition has been preferred under Section 34 of the Arbitration and Conciliation Act, 1996, A&C Act, by the Petitioners herein, assailing the Arbitral Award dated 18.12.2024, Impugned Award rendered by the learned three- member Arbitral Tribunal, AT, in the matter titled as Colvyn James Harris v. Flexing It Services Private Limited & Anr., to the limited extent of the findings contained in Paragraph Nos. 131(i) and 131(ii) thereof, whereby the claims of the Respondent have been held to be within limitation, and the Petitioners have been directed to convert the Respondent‟s Compulsorily Convertible Debentures, CCDs into equity shares equivalent to 2% of the paid-up capital of Petitioner No. 1 as on 31.01.2017.

2. The Enforcement Petition, being OMP (ENF.) (COMM.) 101/2025, Enforcement Petition, has been filed by the Decree Holder/ Respondent in the Objection Petition, under Section 36 of the A&C Act, read with Order XXI Rules 10 and 11, and Section 151 of the Code of Civil Procedure, 1908, CPC, seeking execution and enforcement of the aforesaid Impugned Award passed in its favour.

3. For the sake of clarity and uniformity, the parties hereinafter shall be referred to, in the same rank and nomenclature as adopted in the Objection Petition.

4. It is clarified that the Enforcement Petition is subject to the outcome of the Objection Petition, and in the event the Objection Petition is allowed, the Enforcement Petition shall consequently fail, to the extent the objections are allowed.

BRIEF FACTS:

5. Petitioner No. 1 is a private limited company engaged in providing a technology-driven platform enabling organisations to access independent consultants and domain experts on demand. Petitioner No. 2 is the Founder and Chief Executive Officer of Petitioner No. 1.

6. The Respondent is an investor who had subscribed to securities issued by Petitioner No. 1.

7. The disputes between the parties arise out of a Debenture Subscription Agreement dated 16.07.2015, Agreement, executed between the parties, pursuant to which the Respondent invested a sum of ₹31,50,000/- in Petitioner No. 1 and was allotted 31,500 CCDs having a par value of ₹100 each.

8. In terms of clause 6.1 of the Agreement, the CCDs were to mandatorily convert into equity shares either upon the occurrence of a “Qualified Financing” or upon expiry of a period of 1.5 years from the date of issuance, i.e., on or before 31.01.2017, whichever was earlier. The Agreement further contemplated that in the event no Qualified Financing occurred within the stipulated period, the CCDs would convert into equity shares in the manner provided therein.

9. It is not in dispute that no Qualified Financing occurred within the aforesaid period. It is also not disputed that the CCDs held by the Respondent were not converted into equity shares as on 31.01.2017 in terms of the Agreement.

10. Disputes thereafter arose between the parties in relation to the conversion of the CCDs, including the manner and timing of such conversion. T