Curefit Entities and Fitness First Luxembourg Combination

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/08/1320

9th December 2025

Notice under Section 6(2) of the Competition Act, 2002 jointly given by Curefit Healthcare Private Limited, Cultfit Healthcare Private Limited, Curefit Services Private Limited, Fitness First Luxembourg S.C.A., Extreme Brands LLP, InnoVen Capital India Private Limited, Pratithi Investment Trust, and Mr. Hritik Roshan

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 $25^{\text{th}}$ August 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) jointly given by the Curefit Healthcare Private Limited (Curefit Healthcare), Cultfit Healthcare Private Limited (Cultfit), Curefit Services Private Limited (Curefit Services), and Fitness First Luxembourg S.C.A. (FF Lux) (hereinafter collectively referred to as ‘Notifying Parties 1’). The Notice is given pursuant to the Scheme of Arrangement of Cultfit, Curefit Services, and Curefit Healthcare filed before the National Company Law Tribunal on $27^{\text{th}}$ June 2025, and the Cooperation Agreement dated $27^{\text{th}}$ June 2025 amongst Curefit Healthcare, Cultfit, and FF Lux.

2. The Proposed Combination is envisaged through the following steps:

Step 1: Demerger of the business of servicing memberships under the CultPass Elite and CultPass Pro offerings of Cultfit, with and into Curefit Healthcare, in consideration for allotment of fully paid-up shares of Curefit Healthcare to the shareholders of Cultfit$^1$ (except to Curefit Healthcare itself). As a consequence, Cultfit is left with certain residual business.

Step 2: Demerger of the business of CultPass Elite and CultPass Pro membership subscription of Curefit Services with and into Curefit Healthcare in consideration for allotment of shares of Curefit Healthcare to the shareholders of Curefit Services$^2$ (except to Curefit Healthcare itself) as per their respective shareholding in Curefit Services. As a consequence, Curefit Services is left with certain residual business.

Step 3: Merger of Curefit’s residual business with and into Cultfit’s residual business (Cultfit Merged Entity) and in consideration, Cultfit Merged Entity will issue shares to the shareholders of Curefit Services.

Step 4: Buyback of shares in Cultfit Merged Entity from all shareholders (except Curefit Healthcare) at the lowest permissible value.

3. In addition to the above, the Parties have submitted that FF Lux may acquire certain shareholding in Curefit Healthcare from certain sellers (Potential Acquisitions). As regards Potential Acquisitions, it is noted that the transaction is uncertain. Thus, the Commission is of the view that this is not part of the present assessment and shall be dealt with as per the provisions of the Act, for determining its notifiability, when it is finalised. Accordingly, the Commission has considered the scope of the Proposed Combination and the assessment of the likelihood of appreciable adverse effect on competition only in terms of steps 1-4 above.

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$^1$ The shareholders of Cultfit are Curefit Healthcare, FF Lux, Extreme Brands LLP, and Mr. Hrithik Roshan. $^2$ The shareholders of Curefit Services are Curefit Healthcare, InnoVen Capital India Private Limited, Pratithi Investment Trust, Extreme Brands LLP, and Mr. Bishnu Prakash Hazari (a nominee of Curefit Healthcare).

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated $8^{\text{th}}$ September 2025, certain information and clarifications were sought from the Parties. The Parties submitted the response dated $13^{\text{th}}$ October 2025, after seeking extension of time. Since the response was not complete, another letter was issued on $29^{\text{th}}$ October 2025 and the response dated $15^{\text{th}}$ November 2025 was furnished by the Parties, after seeking an extension of time.

5. In response to the letter dated $8^{\text{th}}$ September 2025, Extreme Brands LLP, InnoVen Capital India Private Limited, Pratithi Investment Trust, and Mr. Hritik Roshan (hereinafter, collectively referred to as ‘Notifying Parties 2’) became the notifying parties by furnishing relevant documents (hereinafter, Notifying Parties 1 and Notifying Parties 2 are collectively referred to as ‘Parties’).

6. Curefit Healthcare is involved in the development of suitable IT-enabled technologies and intellectual property in the fitness and healthcare sector. Curefit Healthcare is engaged in the business of creating/developing, licensing, and/or distributing technologies, intellectual property, products and services in the areas of healthcare, sports, apparel & merchandise, and fitness.

7. Cultfit is a subsidiary of Curefit Healthcare. It is engaged in the business of operating fitness centres and sports centres, which offer a mix of workouts from yoga to boxing. It is also engaged, inter alia, in activities like franchising of gyms/fitness centres, and licensing of ‘Cult’ and the ‘Fitness First’ brand names to such franchise owners/operators; organising outdoor and indoor events for running, cycling, yoga and dance; and sale and leasing commercial fitness equipment to businesses operating gym/fitness centres.

8. Curefit Services is a subsidiary of Curefit Healthcare. It is engaged in the business of providing fitness subscription services in both online and offline channels. A wholly owned subsidiary of Curefit Services, namely Jogo Technologies Private Limited, is engaged in operating sports centres.

9. FF Lux is engaged in the business of operating fitness and sports centres across various jurisdictions. In India, FF Lux is only present through its investments in Curefit Healthcare and Cultfit and does not hold any other investments. FF Lux is a controlled portfolio company of Oaktree Capital Holdings, LLC (together with its subsidiaries, Oaktree). Oaktree is indirectly jointly controlled by Oaktree Capital Group Holdings GP, LLC (OCGH GP), and Brookfield Corporation (together with its subsidiaries, other than the Oaktree Group, is referred to as Brookfield Group).

10. It is submitted in the Notice that the Brookfield Group directly / indirectly also holds an interest in the Trimco Group. The Trimco Group offers brand identity solutions such as trims, packaging, store decorations, promotional items, care and content labels, source tagging solutions and digital solutions for supply chain management to manufacturers of apparel, footwear, and accessories (AFA), both globally and in India. It is present in India through its subsidiaries/associates/affiliates. Further, Cultsport Private Limited (Cultsport), a Curefit Healthcare subsidiary, sells and distributes fitness and sports-related products, equipment, apparel and accessories in India.

11. It is further submitted in the Notice that there are no horizontal overlaps and actual vertical or complementary relationships between the activities of the Parties in India. However, the brand identity solutions offered by the Trimco Group may be considered as a potential vertical or complementary to the activities of Cultsport in the AFA market and in the fitness apparel segment.

12. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India.

13. Based on the submission of the Parties, the Commission observed that the presence of the aforesaid entities in the overlapping markets is not such as to cause any competition concerns.

14. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

15. The order may be revoked if, at any time, the information provided by the Parties is found to be incorrect.

16. The information provided by the Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

17. The Secretary is directed to communicate to the Parties accordingly.