1. 360 ONE Large Value Fund – Series 13     2. Claypond Capital Partners Private Limited

Page 1 of 14 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/02/1248 01st April 2025 Notice under Section 6(2) of the Competition Act, 2002 filed by 360 ONE Large Value Fund - Series 13, acting through Its Investment Manager, 360 ONE Alternates Asset Management Limited, and Claypond Capital Partners Private Limited CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 20th February 2025, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) filed by 360 ONE Large Value Fund - Series 13 (360 One LVF), acting through its Investment Manager, 360 ONE Alternates Asset Management Limited (AAML / Investment Manager) [360 ONE LVF, which is a scheme of the Fund, the Fund (defined below) and AAML which is the investment manager of the Fund, are collectively referred to as 360 ONE], and Claypond Capital Partners Private Limited (Claypond Capital) [360 One and Claypond Capital are collectively referred to as ‘Acquirers’]. Combination Registration No. C-2025/02/1248 Page 2 of 14 2. The notice has been filed pursuant to (i) a share purchase agreement between 360 ONE LVF, which is a scheme of the 360 ONE Private Equity Fund (including its schemes or affiliates) (Fund), acting through AAML and MEMG Family Office LLP (MEMG LLP) in relation to the Proposed 360 Transaction (360 ONE LVF SPA); and (ii) a separate share purchase agreement between Claypond Capital and MEMG LLP in relation to the Proposed Claypond Transaction (Claypond Capital SPA). 3. The proposed transaction involves acquisition by the Acquirers in API Holdings Limited (API Holdings/ Target) from its existing shareholder, MEMG LLP1 by 360 ONE of certain compulsorily convertible preference shares (CCPS B) amounting to equity shareholding of up-to 4.79% in API Holdings (Proposed 360 Transaction); and Claypond Capital, which is also ultimately controlled by the Pai Family (defined below), of certain CCPS B amounting to equity shareholding of up-to 4.79% in API Holdings (Proposed Claypond Transaction) (Acquirers and the Target are collectively referred to as the ‘Parties’) [Proposed 360 Transaction and Proposed Claypond Transaction are collectively referred to as the ‘Proposed Combination’.] 4. It is submitted in the notice that the Proposed Combination is an acquisition of equity shareholding in API Holdings by: (a) 360 ONE and (indirectly) by 360 OWL, which is the ultimate controlling entity/ person of 360 ONE; and (b) Claypond Capital and (indirectly) by the Pai Family, which is the ultimate controlling entity/ person of 1 By way of background, it is submitted that pursuant to a merger notification bearing Combination Registration No. C-2024/03/1119 jointly filed by, (i) MEMG Family Office LLP (MEMG LLP), and (ii) 360 ONE Private Equity Fund (including its schemes or affiliates) (Fund), acting through its investment manager, 360 ONE Asset Management Limited (AML) with the Commission on 5th March 2024 (Previous Filing): (a) The Fund (including its schemes or affiliates), acting through its investment manager, AML, which is ultimately controlled by 360 ONE WAM Limited (360 OWL), had sought an approval to acquire certain compulsorily convertible preference shares (CCPS B) aggregating to 8.49% equity shareholding in API Holdings Limited (API Holdings/ Target). However, as on date, the Fund (including its schemes and affiliates), has acquired 7.96% equity shareholding on a fully diluted basis in API Holdings; and (b) MEMG LLP, which is ultimately controlled by the Pai Family (defined below), had sought an approval to acquire certain CCPS B aggregating to 9.58% equity shareholding in API Holdings. The Commission, by way of an order dated 26th March 2024, approved the Previous Filing (Approval Order). Pursuant to the Previous Filing, the rights acquired in API Holdings were exercised as a block between MEMG LLP (ultimately controlled by the Pai Family (defined below)) and the Fund (including its schemes and affiliates) (ultimately controlled by 360 OWL. MEMG LLP is now desirous of selling its existing entire equity stake of up-to 9.58% in API Holdings (which was approved by way of the Approval Order). Combination Registration No. C-2025/02/1248 Page 3 of 14 Claypond Capital without acquisition of any additional control conferring rights which (indirectly), (i) 360 OWL; and (ii) Pai Family already have as a block in the Target pursuant to the Approval Order. Pursuant to the Previous Filing (and the Approval Order), (i) the Fund (ultimately controlled by 360 OWL) and (ii) MEMG LLP (ultimately controlled by the Pai Family) are the existing shareholders of API Holdings. Pursuant to the Proposed Combination, (i) the Fund (ultimately controlled by 360 OWL) and (ii) Claypond Capital (ultimately controlled by the Pai Family) would become the shareholders of the Target. Thus, there will be a change only in relation to the direct shareholders of the Target. There will be no change in control (i.e., no acquisition of incremental control) of the Target as the Target will continue to be under joint control and, (i) 360 OWL; and (ii) Pai Family (both of which are (indirect) existing shareholders in API Holdings) will continue to remain (indirect) shareholders of API Holdings along with other third-party shareholders. It is stated that the Proposed Combination is not eligible for any exemption of the Competition (Criteria for Exemption of Combinations) Rules, 2024 as (indirect) equity shareholding of 360 OWL in the Target is exceeding 10% (with overlaps). 5. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 06th March 2025, certain information(s)/ clarification(s) was sought from the Acquirers and complete response to the same was received on 11th March 2025. Further, a voluntary submission was received on 27th March 2025. Description of the Parties A. 360 ONE 6. 360 ONE LVF: 360 ONE LVF is a scheme of the Fund (defined under Para 8 below), which is registered as a Category II Alternative Investment Fund (AIF) with the Securities and Exchange Board of India (SEBI) under the SEBI (Alternative Investment Funds) Regulations, 2012 (AIF Regulations). Its purpose is to invest in the investee Combination Registration No. C-2025/02/1248 Page 4 of 14 companies based on the investment objective, as contained in 360 ONE LVF’s Private Placement Memorandum. 7. AAML: AAML is the investment manager of the Fund. It is a wholly owned subsidiary of 360 OWL and is ultimately controlled by 360 OWL. Accordingly, 360 OWL is the ultimate controlling entity/ person of 360 ONE. AAML is engaged in the business of managing investments in alternate assets. It provides investment management services to schemes of the Fund and other Category I and Category II AIFs of the 360 ONE Group (defined under Para 11 below). It also undertakes co-investment portfolio management services. 8. Fund: The Fund is formed in India as an irrevocable, determinate, non-discretionary, contributory trust set up under the Indian Trusts Act, 1882 and is registered in India under the provisions of the Registration Act, 1908. The Fund has been registered with SEBI as a Category II AIF under the AIF Regulations. The main objective of the Fund is to act as AIF-Category II, a privately pooled investment vehicle collecting through its various schemes, funds from investors for investing in accordance with the defined investment policy and AIF Regulations for the benefit of its investors. 9. 360 ONE (360 ONE LVF+Fund+AAML): 360 ONE is defined as (i) 360 ONE LVF which is the scheme of the Fund, (ii) the Fund, and (iii) AAML which is the investment manager of the Fund. As such, the business activities of 360 ONE would include the business activities of (i) 360 ONE LVF, (ii) the Fund, and (iii) AAML. 360 ONE has made several investments across India in various sectors. They do not, however, undertake any business activities by itself. 10. 360 OWL is the ultimate controlling entity / person of the 360 ONE Group. It is listed on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited. Further, 360 OWL is also a member of the Multi Commodity Exchange of India Limited, National Commodity Exchange of India Limited and National Commodity and Derivatives Exchange Limited. It is a wealth and asset management firm in India and serves the needs of high-net-worth and ultra-high-net-worth individuals, affluent