Affle Global is now majority shareholder in IndusOS, PhonePe's acquisition plan in doubt

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Technology firm Affle Global has acquired an additional 13.09 percent stake the app marketplace IndusOS, making it the largest shareholder, the Singapore-based company said on June 11.

The deal gives it close to 60 percent of investor voting rights tied to the issued preference shares in Indus OS, casting a shadow on payments and financial services company PhonePe's plans to acquire the app discovery platform.

The announcement comes barely a month after PhonePe, Affle Global and others who were caught in a legal battle over IndusOS said an out-of-court settlement had been reached.

"Affle Global intends to remain a long-term investor and it looks forward to providing further funding support to Indus OS to scale greater heights, strengthening IndusOS's position to enable a one-of-its-kind app engagement model," the company said on June 11.

PhonePe, which has a 32 percent stake in in IndusOS, did not comment on the development.

The stake was acquired through a secondary purchase from Samsung Venture Investment Corporation at an approximate valuation of $90 million for the preference shares, Affle Global said.

Legal wrangle

PhonePe was close to acquiring IndusOS in May 2021 at a valuation of $60 million. However, Affle Global, the biggest shareholder, objected to the deal and moved Singapore International Arbitration Center (SIAC) against PhonePe, saying it had the Right of First Refusal (RoRF).

Affle said the true valuation of IndusOS stood at $90 million and it was unwilling to sell its majority stake at a lower valuation. PhonePe, too, filed a case against Affle and Ventureast at the SIAC.

After almost a year-long battle, the parties said on April 13, "PhonePe, Indus OS, Affle Global Pte Ltd (ATPL) and Ventureast Proactive Fund-II (VPF) have released a joint statement stating that the settlement of the dispute involving VPF shares in IndusOS is a significant step towards a greater outcome for Indus OS and its stakeholders."

"The joining of many important forces (Indus OS Founders, PhonePe, Samsung and AGPL) would anchor Indus OS in the next part of its value creation journey," the statement said.

But in its latest statement, Affle Global has said it intends to remain a long-term investor in IndusOS, raising questions on whether the deal with PhonePe is on or not.

"AGPL continues to believe in the global potential and growth of Indus OS, underpinning its scalability in India and opportunities in global emerging markets, while emphasizing on accountability of corporate governance matters and ensuring good corporate hygiene in all spheres of functions and operations for the benefit of all stakeholders of Indus OS," it said.

The news comes soon after AGPL nominated Anuj Khanna Sohum as a non-executive director to the board of Indus OS effective April 21, 2022.

Indus OS, founded by Akash Dongre, Rakesh Deshmukh, and Sudhir Bangarambandi, has raised about $20 million from Samsung Ventures, Omidyar Network and Snapdeal founders Kunal Bahl and Rohit Bansal among others.

In June 2021, PhonePe had also filed a complaint with the Securities and Exchange Board of India (SEBI) against Ventureast Proactive Fund-II (VPF).

It said the complaint related to multiple violations of SEBI’s code of conduct in VPF’s dealings with Affle, which it claimed were a deliberate bad-faith attempt to scuttle PhonePe's acquisition of OSLabs, which is the Singapore-based holding company of Indus OS.

The battle intensified when Affle said it had won the legal battle against PhonePe in the Singapore court, a claim denied by both PhonePe and IndusOS.

PhonePe, which is a leader in the Unified Payments Interface, had plans for IndusOS to work with its Switch, a service that enables multiple apps such as Ola, redBus, Goibibo, Myntra, Delhi Metro and Blinkit (previously Grofers) on a single platform.

PhonePe's interest comes from the distribution play since Indus OS has more than 100 million users and over 4 lakh apps on its app marketplace called App Bazaar.

Indus OS has partnered with 12 mobile brands in India and powers Samsung’s default app store the Galaxy Store.