Mr. Mukul Rohtagi, Sr. Adv. along with Ms. Anuradha Dutt, Mr. Lynn Pereira, Ms v. ZOSTEL HOSPITALITY PRIVATE LIMITED

If the Acquirer proposes to offer equity securities to any person, then Tiger and Orios, (pari passu with other right holders of the Acquirer) shall have a pro-rata to subscribe to such new securities their respective shareholding in the Acquirer. Exceptions and the treatment of securities not subscribed for by shareholders who have a right to do so, as mutually agreed between the parties, shall be set forth in the Definitive Agreements. to maintain Liquidation Preference: In the event of any liquidity event (as defined in the shareholders agreement dated July 25, 2015 entered by and between the Acquirer and its shareholders (“OYO SHA”)), the preference shareholders of the Target will have liquidation preference on the amount actually invested by them in the Target. The proceeds will be distributed pari passu to the Series A Shares, Series A1 Shares, Series B Shares, Series C Shares and Preferred Stock, in an amount equal to the higher of (i) their pro-rata share of the proceeds and (ii) their original price plus all accrued and unpaid dividends. The balance of the liquidation proceeds to be paid to the holders of equity shares. Anti-Dilution Protection Subject to exceptions as provided under the OYO SHA, the conversion ratio for the Preferred Stock shall be 1:1 (“Conversion Ratio”). The Conversion Ratio shall be adjusted on a broad based weighted average basis, in the event the Acquirer raises a further round of financing at a valuation which is less than US$ 400 million. Limited Information Rights limited and reasonable The Acquirer shall provide information (subject to confidentiality restrictions) to the Target Shareholders (in a mutually agreed format) for the purposes of facilitating a sale of their respective securities. Co Sale Right Tiger and Orios shall have a pro-rata co-sale right (pari passu with other right holders of the Acquirer). In the event that Tiger and/or Orios acquire any of the shares held by the Founders within 12 months of Closing, they shall be entitled to exercise Preemptive and Co-Sale Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 6) 7) Rights in respect of such shares. Transferability There shall be no transfer restrictions on the shares held by the Founders other than sale to competitors in the manner provided under the OYO SHA. Definitive Documents Subject to the conditions set forth in this Term Sheet, the parties shall mutually agree, execute following documents and such other documentation as the parties may deem necessary (hereinafter referred to as the “Definitive Agreements”): (a) Share Subscription Agreement/ Merger Framework Agreement (Acquirer); (b) Shareholders Agreement (Acquirer); (c) Asset/ Business Transfer Agreement; (d) Non-Compete, Non Solicitation Agreement with the Founders and (e) Settlement and Release Agreement executed between the Acquirer and the Target. The parties may pursuant to mutual discussions agree upon execution of one or more agreements to capture the entire understanding arrived at amongst them. 8) Representations & Warranties transaction shall be subject The the customary representations and warranties by the Target, Target It is clarified that Shareholders and the Acquirer. representations and warranties related to only title and issue of shares shall be given by the Acquirer, no business related warranties shall be given by the Acquirer. 9) Due Diligence 10) Non-Compete, Non- & solicitation, Non- Disparagement Agreement Following execution of this Term Sheet, the Acquirer shall have the opportunity to conduct a diligence on the Target. The Target shall provide all such information, documents and material about the business and affairs of the Target as listed in the Exhibit to this Term Sheet. Founders shall enter into a non-disparagement agreement, non-compete and non-solicitation agreement with the Acquirer and the Founders agreeing not to engage directly/indirectly in any business anywhere in the world which competes with the business of the Acquirer and/ or (including hostel/ apartments/ alternate the Target accommodation business) for a period of 5 years from the date of Closing. No separate consideration shall be payable to the Founders for this non-compete and non- Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 solicitation agreement. It is clarified that the family of Dharam Veer Singh (one of the Founders) owns hotel properties as part of a traditional hotel business. The Founders undertake to ensure that such business does not compete with the business carried on by the Acquirer. The Target Shareholders agree not to directly (or through an affiliate) invest in any business that is determined by the Board of the Acquirer as a competing business (in accordance with the list of such competitors) till such time as they are shareholders of the Acquirer. The parties agree that the restriction contained in this Clause shall only come into force on the date of execution of the Definitive Agreements and shall fall away on the long-stop date as agreed in the Definitive Agreements in the event the Closing has not occurred by such date. It is clarified that Tiger and Orios shall be free to invest in any business they have already invested in prior to signing of this Term Sheet. Indemnification The Founders shall indemnify the Acquirer for any and all claims/liabilities suffered by the Acquirer in respect of the Target’s business and operations, including employees. The Target Shareholders shall indemnify the Acquirer in respect of any tax liability arising out of the contemplated transaction. Confidentiality The terms and conditions of this Term Sheet are confidential and the parties shall not disclose the same to any third party except as provided below. Disclosures to the Acquirer’s and the Target’s investors, investment bankers, affiliates, shareholders, employees and lenders, in each case only where such persons or entities are under appropriate non- disclosure obligations imposed by professional ethics, law or otherwise shall be permitted. accountants, counsel, Expenses Each Party will meet its own expenses relating to the transactions herein contemplated. Announcements The Acquirer shall be entitled to make announcements/ press release in relation to the transaction post-Closing. All announcements or public statements in relation to the contemplated transaction shall be made only with the prior approval of the Acquirer and the Target, which approval shall not be unreasonably withheld. 11) 12) 13) 14) Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 15) Exclusivity 16) Governing Law & Arbitration 17) Counterparts .......” The parties hereby further undertake that after signing this Term Sheet, they shall not, for a period of 15 business days, severally or jointly, directly or indirectly, approach any other person, solicit any offers, engage in any discussions, or enter into any agreements or commitments from any person with respect to sale or acquisition of any equity instruments of the Target. This Term Sheet will be governed by Indian law. Any dispute between the parties arising from or relating to this Term Sheet which cannot be amicably resolved between the parties shall be referred to arbitration in New Delhi in accordance with the Arbitration and Conciliation Act, 1996. The Tribunal shall consist of 1 arbitrator to be agreed upon between the parties. The language of the arbitration shall be English and the decision of the arbitrator shall be final and binding on the parties. The law of the arbitration shall be the laws of India. This Term Sheet may be executed in a number of counterparts but shall only be deemed to have been concluded when each party has executed at least one counterpart. Each counterpart, when executed, shall be an original, but all counterparts together constitute the same documents.

5. After the execution of the Term Sheet, significant disputes surfaced between the parties. The respondent contended that it had fully complied with all obligations outlined in the Term Sheet, fulfilling its part of the agreement. However, it is alleged that the petitioner did not take the requisite steps to finalize the acquisition process. The petitioner’s stance was that the Term Sheet was a non-binding document, intended only as a preliminary framework, and that it had already been terminated.

6. Aggrieved by the situation, the respondent, on 25.01.2018, issued a notice under Section 21 of the A&C Act, formally invoking the arbitration clause contained in the Term Sheet. However, the petitioner, in its reply Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 dated 13.02.2018, sought to refute the arbitrability of the dispute/s, stating that the Term Sheet was a non-binding document. Additionally, the petitioner refused to consent to the appointment of the sole Arbitrator proposed by the respondent.

7. In February 2018, the respondent filed a petition under Section 9 of the A&C Act seeking certain interim reliefs before the District Court, Gurugram, which petition was dismissed vide order dated 23.02.2018 on the ground that Clause 16 of the Term Sheet confers exclusive jurisdiction upon the courts of New Delhi.

8. Thereafter, Arbitration Petition No. 28 of 2018 was filed by the respondent before this Court under Section 11 of the A&C Act, seeking appointment of an arbitrator to adjudicate the disputes arising between the parties. However, the said petition was dismissed vide order dated

14.05.2018 on the ground that this Court did not have jurisdiction as the arbitration, contemplated under the Term Sheet, was in the nature of an ‘international commercial arbitration’.

9. In view of the above, the respondent filed Arb. Pet. No. 11 of 2018 in the Supreme Court under Section 11 of the A&C Act. On 19.09.2018, the Supreme Court issued an order formally constituting the Arbitral Tribunal. However, the Court clarified that all preliminary issues / objections raised by the petitioner must be adjudicated by the duly constituted Arbitral Tribunal. ARBITRAL PROCEEDINGS

10. Upon the commencement of the arbitral proceedings, the respondent Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 submitted its Statement of Claim (SoC). In the said arbitral proceedings there were 17 claimants. Claimant no. 1 being the respondent in the present petition, claimant nos. 2 to 17 were the shareholders of the claimant no. 1. Subsequently, the petitioner filed an application under Section 16 of the A&C Act, challenging the jurisdiction of the Arbitral Tribunal.

11. However, by an order dated 19.08.2019, the learned Arbitrator declined to address these objections at the threshold. The relevant portion of the said order is reproduced as under – “I am not inclined to defeat the claims of 2-17, particularly when claimant No.2 has been made a party as a de-facto party by the Supreme Court. It does not appear that the inclusion of the claimants 2- 17 is likely to cause any prejudice to any party. That is not the case here. I am, therefore not inclined to deny their request at the threshold without examining their claim on merits. I, therefore, allow the plea of the claimants 2-17. Needful may be done within 10 days.”

12. Subsequently, the petitioner submitted its Statement of Defence (SoD), which was met with a rejoinder from the respondent/claimant. In response, the petitioner filed a sur-rejoinder.

13. Before the learned sole Arbitrator, the respondent’s/claimant’s case was that the Tribunal had already settled the issue of jurisdiction in its earlier order issued while disposing of the application under Section 16 of the A&C Act. They contended that the petitioner’s jurisdictional challenge lacked merit and should be dismissed outright. The respondent/claimant emphasized that claimant nos. 3-17 were directly connected to the signatories of the Term Sheet, sharing a common subject matter in their claims, and being integral to the overall transaction involving the acquisition of claimant no. 1’s business by the petitioner. Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021

14. The respondent/claimant further argued that the Term Sheet, though described as “non-binding” in its introduction, constituted a binding agreement due to the fact that the essential terms of the acquisition had been acted upon and the conduct of the parties had created enforceable obligations. It was asserted that the respondent/claimant had fulfilled all their obligations under the Term Sheet, including the transfer of employees, properties, confidential data, and customer base to the petitioner.

15. Accordingly, the respondent/claimant sought the following reliefs from the Tribunal – “i. Specifically perform its obligation agreed upon the Term Sheet by transferring/issuing, in the name of the Claimants, 7% of the present shareholding of the Respondent in favour of Claimant Nos. 2-17, pro rated to their respective shareholding of Claimant No.1; ii. Pay the agreed contracted amount of USD 1 million to the Founders, i.e., Claimant Nos. 4-10; or iii. In the alternative and without prejudice to the claims in paragraphs 7 (i) and (ii) above, pay to Claimants, jointly, in the amount equivalent to 7% of the value of Respondent company as per the last round of funding received by Respondent, along with USD 1 million to Claimant Nos. 4- 10, reflecting the benefit of the bargain as promised by Respondent to the Claimants; AND iv. Pay interest @18% per annum from the date of execution of Term Sheet till date of payment, on the due amount of USD 1 million to Claimant Nos.4-10; AND v. Pay damages for loss of goodwill and reputation as well as inconvenience caused to the Claimants, in the amount of USD 17 million; AND vi. Pay for the costs of the present proceedings;”

16. The stand of the petitioner in the arbitral proceedings, was as under: Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 a. The Term Sheet, by its own admission, is non-binding and was subject to further negotiations and execution of definitive agreements b. As the Term Sheet was not intended to be binding, the steps taken under its terms cannot be enforced. The claimants are attempting to convert a non-binding document into an enforceable agreement, which is contrary to the intentions of the parties. c. Even otherwise the Term Sheet was determinable is nature and could be unilaterally terminated by either of the parties and was indeed terminated by the petitioner, hence the specific performance cannot be granted. d. Claimant nos. 2 to 17 cannot be considered parties to the arbitral proceedings. The Tribunal lacks jurisdiction to entertain their claims, as they were not signatories to the Term Sheet nor were they directly involved in the negotiations or obligations arising from it. e. Claimant No. 2 has already waived its right to raise any claims in these arbitral proceedings, having done so before the Supreme Court. f. None of the claims put forward by claimant no. 1 in the Statement of Claims are arbitrable.

17. The issues for determination, as set out in the impugned award, are reproduced below:- Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 “1. Whether the Arbitral Tribunal has jurisdiction to consider or entertain the claims of Claimants Nos. 3 to 17? 2. Whether Claimant Nos. 2 and 3 have waived their fights to raise any claims in the present arbitration and hence their claims are not maintainable? 3. In the event of Claimant Nos. 2 to 17 not being entitled to maintain their claim, whether Claimant No. 1 is entitled to claim/pray for the relief of allotment of share from the Respondent to Claimant Nos. 2 to 17 and payment of USD 1 million dollars to Claimants no. 4-10? 4. Whether the term sheet dated 26.11.2015 Is non-binding as stated in it or whether it is a binding, valid and enforceable agreement in terms of the acts of the parties as alleged by the Claimants? 5. Whether there was consensus ad idem between the parties on the Draft Definitive Agreements stipulated under clause 7of the Term Sheet dated 26.11.2015? 6. Whether as asserted by the Claimants they were ready and willing to perform their obligations under the Term Sheet dated26.11.2015 and to execute the draft definitive agreements contemplated under the Term Sheet? 7. Whether the transaction(s) as contemplated in the Term Sheet dated 26.11.2015 has been consummated and the Claimants have performed conditions detailed in the Term Sheet dated 26.11.2015? 8. Whether the Claimants prove that there was breach of contract in terms of the Term Sheet dated 26.11.2015 by the Respondent? 9. Whether the Claimants are entitled to specific performance of the Term Sheet dated 26.11.2015 by directing the Respondent to issue 7% of the present shareholding of the Respondent in favour of Claimant No.2 to 17 pro-rated to the respective shareholding of Claimant No.1? 10. Whether the Claimants No.4 to 10 are entitled to the payment of USD 1 million dollars? 11. Whether as an alternative to specific performance, Claimants are entitled to an amount equivalent to 7% of the value of the Respondent as per the last round of funding received by the Respondent along with USD 1 million dollars to Claimant Nos. 4 to10? 12. Whether Claimant Nos. 4 to 10 are entitled to interest on the amount of USD 1 million from the date of execution of the Term Sheet, if so for what period and at what rate? 13. Whether the Claimants prove loss of goodwill and are entitled to damages to the extent of 17 million USD? Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021

14. Whether the Claimant No.1 is entitled in the alterative for payment of USD8,89,22,768/- as claimed in the Replication? 15. Who should bear the cost and if so to what amount? 16.To what reliefs are parties entitled?” THE IMPUGNED AWARD Tribunal’s finding with respect to issue no.1

18. The Tribunal held that it did not have jurisdiction to consider the claims of claimant nos. 3 to 17 inasmuch as the mandatory requirement under Section 21 of the Act, which involves issuing a notice to initiate arbitration, was not fulfilled by claimant nos. 3 to 17. Tribunal’s finding with respect to issue no.2 19. The Tribunal found it inappropriate to consider the claims of claimant No.3, given its findings as regards issue no. 1. Regarding claimant no. 2, while it was acknowledged as a signatory to the Term Sheet, the Tribunal noted that it had failed to issue a notice under Section 21 of the A&C Act. As a result, claimant no.2 was precluded from pressing / raising any claims before the Arbitral Tribunal. Tribunal’s finding with respect to issue no. 3 20. The Tribunal reviewed the Term Sheet and found that claimant no. 1, as the “Target” defined in Clause 1, was clearly a signatory. It was held that the petitioner, having acknowledged these commitments at the time of execution, could not now argue that claimant no. 1 lacked the authority to claim or seek relief on behalf of other claimants. Accordingly, the Tribunal held that claimant no. 1 was entitled to claim reliefs under the Term Sheet, including the allotment of shares to claimant nos. 2 to 17 and the payment of Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 USD 1 million to claimant nos. 4 to 10. The petitioner’s objections were dismissed as without merit, and the claims were deemed maintainable. Tribunal’s finding with respect to issue no.4

21. The Tribunal observed that the Term Sheet constitutes a binding document. It rejected the petitioner’s argument that the Term Sheet was non- binding or merely exploratory in nature. Instead, the Tribunal emphasized the importance of interpreting the Term Sheet as a cohesive whole rather than focusing solely on its preamble. 22. The Tribunal highlighted the significance of the conditions for closing the transaction as laid out in Clause 4 and Annexure-I. It noted that these conditions were essential prerequisites for the completion of the acquisition, requiring specific actions to be taken by both parties. The Tribunal found that the claimant had taken various steps to fulfil its obligations under the Term Sheet, which included facilitating the transfer of employees, properties, and customer data. This conduct indicated that the parties were indeed acting in accordance with the Term Sheet. 23. As regards Clause 7, it was observed that the execution of Definitive Documents was ‘subject to the conditions set forth in the Term Sheet’. It was further observed that “this encompasses conditions mentioned in clause 4 and buttresses the point that execution of Definitive Documents was not independent of the Term Sheet”. 24. As regards Clause 9 it was observed as under – “Clause 9 is not a mandatory clause in view of the Preamble of the Term Sheet. However, it was only pursuant to Clause 9 and the execution of the Term Sheet that the right to conduct a diligence of Claimant No.1 accrued upon the Respondent. Had the Term Sheet been Non-Binding and obligations of the parties were meant to materialize wholly and solely upon Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 the execution of Definitive Documents, the Respondent could never have been entitled to conduct a Diligence of Claimant No.1 in the absence of any Definitive Documents to that effect. It can be safely said that at the very least, it was only pursuant to the Term Sheet, that the Respondent could conduct the Due Diligence and became privy to sensitive commercial information that would not have been shared by Claimant No.1 in ordinary course of business with a competitor.”

25. Furthermore, the Tribunal observed that even if the parties initially intended for the Term Sheet to be non-binding, their subsequent actions demonstrated a waiver of that intent, thereby creating an enforceable contract. Additionally, the Tribunal affirmed that the petitioner’s right to conduct due diligence was derived from the Term Sheet itself, rather than from the execution of the Definitive Agreements. Thus, it was held that the Term Sheet was not merely an exploratory document but rather a binding agreement, obligating the parties to fulfil the specified conditions for the successful completion of the acquisition. Tribunal’s finding with respect to issue no.5 26. The tribunal observed that there was no consensus ad idem on the Draft Definitive Agreements. It noted that the execution of these documents were significantly impacted by the objections raised by Venture Nursery, a minority shareholder of the claimant. The tribunal acknowledged that Venture Nursery’s unsupportive stance was the primary reason for the non- execution of the Definitive Documents. The tribunal emphasized that these objections disrupted the finalization process and prevented the parties from reaching a binding agreement. The tribunal considered various emails and communications exchanged between the parties. It found that while the Claimants were inclined to finalize transaction, the necessary Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 amendments to the Definitive Documents were not made to address the concerns raised by Venture Nursery. Tribunal’s finding with respect to issue no.6 27. The Tribunal while recording the submission of both the parties, agreed with the claimant’s submissions that they were indeed ready and willing to perform their obligations under the Term Sheet and the draft Definitive Documents. Tribunal’s finding with respect to issue no.7 28. The Tribunal reviewed the parties’ submissions and found that the transaction outlined in the Term Sheet involved several steps, which were categorized as Closing and Post-Closing Obligations. The evidence showed that Claimant No.1 performed several of these obligations, such as terminating hotel contracts, transferring consumer data, and communicating with stakeholders about the acquisition, based on instructions from the respondent/petitioner. 29. However, certain obligations, like withdrawing pending lawsuits, which required simultaneous action by both parties, were not completed due to issues raised by the petitioner’s minority shareholder, Venture Nursery. Additionally, some conditions remained unfulfilled because the petitioner did not provide necessary instructions to Claimant No.1. 30. The tribunal noted that Claimant No.1 carried out all actions within its control and performed its obligations under the Term Sheet as directed by the petitioner. There was no evidence that the petitioner ever asked Claimant No.1 to stop fulfilling its duties. Instead, communication/s reflected ongoing coordination between the parties. Therefore, the tribunal concluded that the Claimant could not be held responsible for unfulfilled obligations that Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 resulted from the petitioner’s lack of instructions or complications caused by the minority shareholder dispute. Tribunal’s finding with respect to issue no.8 31. The tribunal observed that while the claimant was ready and willing to fulfil its obligations under the Term Sheet and indeed performed part of those obligations, however, the petitioner failed to do the same. The claimant requested the finalization and signing of the Definitive Documents, but the petitioner kept delaying, stating that they would act once concerns from Venture Nursery, a minority shareholder, were addressed. 32. As a result, the claimant had a legitimate expectation that the petitioner would fulfil its obligations. However, the petitioner’s failure to do so was deemed a breach of its obligations under the Term Sheet. Tribunal’s finding with respect to issue no.9 33. The tribunal concluded that the claimant cannot be held responsible for the petitioner’s or its shareholders’ actions that prevented the fulfilment of some obligations. It was also held that Claimant No.1 is entitled to seek relief, including the allotment of shares to Claimant Nos. 2 to 17. 34. The tribunal affirmed that the Term Sheet remained binding. The petitioner breached its obligations, while the claimant fulfilled responsibilities. Therefore, the claimant is entitled to specific performance under the Term Sheet. However, as Definitive Agreements were yet to be executed, it was observed that the Claimant is entitled to take appropriate proceedings for Specific Performance and execution of the Definitive Agreements as envisaged for itself and its shareholders under the Term Sheet. Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 Tribunal’s finding with respect to issue no.10 35. The tribunal concluded that it could not grant this relief at this stage because the same was dependant on the fulfilment of post-closing obligations, which would only be addressed after the execution of the Definitive Agreements. Tribunal’s finding with respect to issue no. 11 36. Regarding the alternative claim for an amount equivalent to 7% of the petitioner’s value, based on the last funding round, along with the USD 1 million for claimants Nos. 4 to 10, the award holds that since the claimants were entitled to specific performance, this alternative relief had become redundant. Tribunal’s finding with respect to issue no. 12 37. Since the tribunal disallowed the claim for the USD 1 million at this stage, it also concluded that the Claimants were not entitled to any interest on that amount. Tribunal’s finding with respect to issue no. 13 38. The tribunal decided not to grant any relief regarding the loss of goodwill to the claimant. Tribunal’s finding with respect to issue no. 14 39. The tribunal reviewed the principles of Quantum Meruit as outlined in Section 70 of the Indian Contract Act, 1872. It referenced the Supreme Court cases, Mahanagar Telephone Nigam Limited v. Tata 1 and Mulamchand v. State of Madhya Pradesh2 , Communications Ltd which clarify that Section 70 applies in situations where no contractual 1AIR2019 SC 1233 2AIR 1968 SC1218 Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 relationship exists between the parties. In these cases, claims for compensation arise not from a contract but from a quasi-contract or restitution. 40. However, in the current matter, the tribunal found that a defined contractual relationship does exist between the parties. As a result, the principles of Quantum Meruit and Section 70 are not applicable. Given that a binding contractual relationship is established and that the claimant was held entitled to Specific Performance of the petitioner’s obligations, the tribunal concluded that the alternate relief of Quantum Meruit is not maintainable. Tribunal’s finding with respect to issue no. 15 41. The tribunal observed that the claimant/ respondent is entitled to cost Tribunal’s finding with respect to issue no. 16 42. The Tribunal observed that the claimant/respondent is entitled to Specific Performance of the petitioner’s obligations under the Term Sheet. However, since the Definitive Agreements have not yet been executed, the claimant/respondent is entitled to initiate appropriate proceedings to ensure the Specific Performance and execution of these agreements for itself and its shareholders, as outlined in the Term Sheet. SUBMISSIONS OF THE PARTIES

43. The petitioner argues that the learned Arbitrator lacked jurisdiction because the arbitration agreement in Clause 16 of the Term Sheet applied only to its binding clauses – “confidentiality”, “expenses”, “approvals”, “exclusivity”, and “governing law and arbitration”, while the disputes raised by the respondent related to non-binding clauses. It is the petitioner’s case Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 that the Arbitrator exceeded his jurisdiction by entertaining claims based on equitable grounds and by considering claims on behalf of non-signatories to the Term Sheet. The petitioner also submitted that it’s jurisdictional objection under Section 16 of the Arbitration Act was ignored, leading to an improper assumption of jurisdiction by the Arbitrator, contrary to law. The petitioner claims that the award violates Section 34(2)(a)(iv) of the Arbitration Act, which limits the jurisdiction of arbitrators to the scope of the arbitration agreement. 44. The petitioner emphasizes that the Term Sheet was an agreement to negotiate and execute further definitive agreements, and thus, was expressly non-binding in key aspects. The petitioner argues that the Arbitrator improperly treated the Term Sheet as a binding contract, which was never the case according to either party. Any enforceable obligations were contingent upon the execution of definitive agreements, which were never finalized. The petitioner further asserts that the Arbitrator’s reliance on conduct to interpret an unambiguous document makes the award liable to be set aside. 45. Further, it has been put forth on behalf of the petitioner that the Term Sheet clearly required the execution of Definitive Agreements for the proposed transaction to be binding. It has been argued that several key aspects were still under negotiation and were subject to due diligence. The Term Sheet was, at best, an agreement to agree, which is not enforceable until definitive agreements are executed. The respondent/claimant continues to own its business, and no legal ownership of assets was passed. Thus, the award directing specific performance is unjust and should be set aside. 46. It has also been submitted by the petitioner that the Term Sheet was Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 determinable, allowing either party to terminate negotiations before the execution of definitive agreements, without liability. The petitioner asserts that the Term Sheet was terminated in September 2016, as confirmed by email exchanges on 17.09.2016 and 19.09.2016. Therefore, the petitioner argues that no specific performance could be granted for a terminated and non-binding agreement, and the Arbitrator’s failure to consider this fact violated the petitioner’s right to a fair hearing. 47. The petitioner argues that the award disregards the binding effect of superior Court judgments, particularly those establishing that no specific performance can be granted for agreements that are determinable in nature, such as the Term Sheet. The petitioner while relying on various Supreme Court’s decision including Indian Oil Corporation Ltd. v. Amritsar Gas Service &Ors.3 and Dr. C. Bhaskar Rao v. Union of India4 contends that specific performance is not a remedy available for determinable contracts that have been terminated, even if the termination was wrongful. 48. The petitioner claims that the Arbitrator failed to properly address or consider key aspects of its defense, particularly the termination of the Term Sheet and the non-binding nature of the agreement. As a result, the petitioner argues that it was denied a fair opportunity to present its case, violating the principle of audi alteram partem and Sections 18 and 34(2)(a)(iii) of the A&C Act. 49. As per the petitioner the respondent’s claim in the Statement of Claim was primarily based on allegations of unjust enrichment, misrepresentation, and deceit, rather than any breach of contractual obligations arising from the 3(1991) 1 SCC 533 41998 SCC Online Del 502 Signature Not Verified Digitally Signed By:ABHISHEK THAKUR Signing Date:16.05.2025 16:52:43 O.M.P.(COMM)151/2021 & O.M.P.(ENF.)(COMM) 116/2021 Term Sheet. These claims, being equitable in nature, were outside the scope of the arbitration agreement, which was limited to specific binding clauses. The petitioner argues that the Arbitrator, by considering these equity-based claims, exceeded his jurisdiction under the A&C Act. 50. The respondent on the other hand submits that the tribunal acted within its jurisdiction. The reference under Clause 16 of the Term Sheet encompasses “any dispute between the parties arising from or relating to the Term Sheet.” The phrase “arising from or relating to” is interpreted broadly, indicating that the arbitration clause has a wide scope. Consequently, the award issued by the tribunal pertains to a dispute that emerged from and relates to the Term Sheet. One of the disputes considered by the tribunal was whether the Term Sheet was binding. Therefore, the award falls within the “scope of submission” to arbitration and is covered by the arbitration agreement. Reliance has been placed on Vidya Drolia v. Durga Trading Corporation5, Ssangyong Engineering Construction v. NHAI6, and Renusagar Power Co. Ltd v. General Electric Co7 51. The respondent/claimant argues that the tribunal rightly considered the . Term Sheet to be binding, contrary to the petitioner’s claim of non-binding provisions. The respondent/claimant asserts that, while the Term Sheet may have initially been non-binding, the parties’ subsequent conduct made it binding. 52. The respondent/claimant submits that the ground of patent illegality is not applicable in international commercial arbitrations. The challenge on the basis of public policy requires proof of arbitrariness or capriciousness,