NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, COURT-I, CHANDIGARH In Application under Section 8 of the Arbitration And Conciliation Act, 1996 IN THE MATTER OF USAR Commerce Technologies Private Limited CIN: U47912HR2024PTC122902 Registered Office: We Work BlueOne Square, 246, Phase IV, Industrial Complex, Dundahera, Gurugram – 122016, Haryana E-mail: shlokbhartiya2000@gmail.com … Applicant Versus

1. Utsav Soi Address: A-101, Riverview Apartments, Mayur Vihar Phase-I, Delhi – 110091 DIN: 10685156 E-mail: utsavsoi20@gmail.com ... Respondent No. 1

2. Shlok Bhartiya Chief Executive Officer, DIN: 10685155 Address: 7/121 A, Swaroop Nagar, Katarijiyora, Nawabganj, Kanpur – 208002, E-mail: shlok@shoppin.app … Respondent No. 2

3. Manas Goel Non-Executive Director DIN: 09263499 Office Address: We Work BlueOne Square, 246, Phase IV, Industrial Complex, Dundahera, Gurugram – 122016, Haryana E-mail: shlokbhartiya2000@gmail.com … Respondent No.3

4. IE Venture Investment Fund I C/o Ground Floor, 12A, 94, Meghdoot, Nehru Place, South Delhi – 110019, India E-mail: connect@infoedgeventures.com … Respondent No. 4

5. Registrar of Companies, Delhi

4th Floor, IFCI Tower, 61, Nehru Place, New Delhi – 110019 E-mail: roc.delhi@mca.gov.in … Respondent No. 5 AND IN THE MATTER OF:

Utsav Soi …Petitioner Versus USAR Commerce Technologies Private Limited & Ors.

…Respondents Order delivered on: 29.04.2026 Coram: SH. KHETRABASI BISWAL, MEMBER (JUDICIAL)

SH. SHISHIR AGARWAL, MEMBER (TECHNICAL)

Present:

For the Applicant: Mr. Atul V. Sood, Advocate For the Respondents: Mr. Aalok Jagga, Advocate Mr. Sushant Kareer, Advocate Mr. Suriti Chaudhary, Advocate Mr. Sahil Lohan, Advocate Ms. Arushi Manu, Advocate Mr. Aryaman Jagga, Advocate Mr. Madhav Singhal, Advocate Mr. APS Madaan, Advocate ORDER

1. The present Application has been filed by USAR Commerce Technologies Private Limited (Applicant/the Company) against Mr. Utsav Soi (Respondent No. 1) and other Respondents under Section 8 of the Arbitration and Conciliation Act, 1996, seeking reference of the disputes raised in the Company Petition to arbitration in view of the arbitration clauses contained in the Share Subscription Agreement dated 26.07.2024, the Shareholders’ Agreement dated 26.07.2024 and the Employment Agreement dated 03.08.2024, executed between the parties.

The Applicant seeks the following reliefs:

“a. Dismiss the present Company Petition preferred by the Petitioner and refer the parties to arbitration in terms of Section 8 of the Arbitration and Conciliation Act, 1996;

b. Impose exemplary costs on the Petitioner; and c. Pass any other order as this Hon’ble Tribunal may deem fit in the facts and circumstances of the case.”

Brief Facts

2. Brief facts of the case, as submitted by the Applicant, which are relevant to the issue in question, are as follows:

(i) USAR Commerce Technologies Private Limited ("the Company"/"the Applicant"), bearing CIN: U47912HR2024PTC122902, was incorporated on 27.06.2024 with its registered office at WeWork BlueOne Square, 246, Phase IV, Dundahera, Gurugram – 122016, Haryana. It operates an AI-driven fashion technology platform under the trade name "Shoppin'" and was co-founded by Mr Utsav Soi (Respondent No. 1) and Mr Shlok Bhartiya (Respondent No. 2), the Chief Executive Officer of the Applicant Company.

(ii) It is submitted that on 26.07.2024, the founders and IE Venture Investment Fund II (Respondent No. 4/"InfoEdge"/"Investor") executed two foundational agreements, the Share Subscription Agreement ("SSA"), by virtue of which the Investor subscribed to equity shares and Series Seed CCPS of the Company, and the Shareholders' Agreement ("SHA"), which governed the rights, obligations and governance of the Company inter se. Clause 21.10 of the SHA defined the SSA, SHA and Employment Agreement collectively as "Transaction Documents".

(iii) It is submitted that on 03.08.2024, the Company and the Respondent No.1 executed an Employment Agreement ("EA") appointing the Respondent No.1 as Chief P