1. Jubilant Beverages Limited   2. Jubilant BevCo Limited   3. WSSS Investments Aggregator 1 Pte. Ltd.  4. WSSS Investments Aggregator 2 Pte. Ltd.

Page 1 of 7 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/02/1249 1st May 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Jubilant Beverages Limited; Jubilant BevCo Limited; WSSS Investments Aggregator 1 Pte. Ltd.; and WSSS Investments Aggregator 2 Pte. Ltd. CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Aggarwal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 24th February 2025, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by Jubilant Beverages Limited (JBL), Jubilant BevCo Limited (BevCo), WSSS Investments Aggregator 1 Pte. Ltd. (Investor 1), and WSSS Investments Aggregator 2 Combination Registration No. C-2025/02/1249 Page 2 of 7 Pte. Ltd. (Investor 2) (Investor 1 and Investor 2, together with Investor Affiliates1, are collectively referred to as “Investors”); [JBL, BevCo and the Investors are collectively referred to as “Acquirers”]. The Notice was filed pursuant to inter alia execution of the Share Purchase Agreement (SPA) entered into by and between JBL, Jubilant Consumer Private Limited (JCPL), Coca-Cola (Japan) Company Limited (CCJC)2, Hindustan Coca-Cola Overseas Holdings Pte. Ltd. (HCCOH) and Bharat Coca-Cola Overseas Holdings Pte. Ltd. (BCCOH), and Investment Agreement (IA) entered into by and between JBL, BevCo, Investor 1 and Investor 2 dated 11th December 2024. 2. The Proposed Combination entails the following: (a) JBL’s proposed acquisition of 40% of the share capital of Hindustan Coca-Cola Holdings Private Limited (HCCH/Target) from HCCOH and BCCOH (JBL Acquisition); (b) Proposed subscription to compulsorily convertible preference shares (CCPS) in JBL by BevCo (BevCo CCPS Subscription); and (c) proposed subscription to CCPS and 1 equity share in JBL by the Investors (through themselves and/or Investor Affiliates) (Investors Subscription). Upon conversion of the CCPS held by the Investors, the Investors shall be entitled to such number of equity shares that constitute not more than 49% of the voting rights of JBL (CCPS Conversion). [The BevCo CCPS Subscription and the Investors Subscription together comprise the “JBL Subscription Transactions”. The JBL Acquisition and the JBL Subscription Transactions are collectively referred to as the “Proposed Combination”]. 1 Affiliates of Investors mean: (i) any person directly or indirectly controlling, controlled by, or under common control with, the Investors; or (ii) any fund, account or investment vehicle now or hereafter existing that is managed, sponsored or advised by any person referred to in (i) (Investor Affiliates). 2 CCJC is an indirect wholly owned subsidiary of The Coca-Cola Company. Under the SPA, HCCOH and BCCOH are collectively the sellers for the JBL Acquisition, while CCJC is the “Seller Guarantor” in relation to certain indemnity obligations of the sellers. Combination Registration No. C-2025/02/1249 Page 3 of 7 3. Pursuant to the Proposed Combination, the Target (and therefore HCCB) will be jointly controlled by JBL along with HCCOH and BCCOH (who will collectively hold the remaining 60% shareholding) [hereinafter, Acquirers and Target are collectively referred to as “Parties”]. 4. The CCPS to be issued to Investors shall not carry any voting rights and upon closing of the JBL Subscription Transactions, BevCo shall hold almost 100% of the equity shares in JBL barring 1 equity share to be held by one of the Investors. Upon closing of the JBL Subscription Transactions, BevCo and Investors shall together hold 100% of the CCPS in JBL, with BevCo retaining control of JBL. 5. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letters dated 7th March 2025 and 4th April 2025, certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirers. The Acquirers submitted responses to the same dated 28th March 2025 and 16th April 2025 after seeking an extension of time. 6. JBL is a newly incorporated company under the Companies Act, 2013. It is 100% held by Jubilant BevCo Limited and it has no business activities outside of India and it is not proposing to undertake any activities overseas. It has recently commenced the business of trading ready to cook-eat food items (such as fries, momos, patties, etc.) on purchase order basis. It has no business activities outside of India. 7. BevCo is a newly incorporated company under the Companies Act, 2013 and is the holding company of JBL. It is also engaged in the same business as that of JBL. Both JBL and BevCo belong to the Jubilant Bhartia Group. 8. The Jubilant Bhartia Group includes: (i) all group entities owned and controlled by Shyam Sunder Bhartia Family Trust and Hari Shanker Bhartia Family Trust; (ii) all Combination Registration No. C-2025/02/1249 Page 4 of 7 affiliates of Group entities/ subsidiaries; and (iii) all affiliates3 of the promoter members of the Bhartia Family (i.e., Shyam Sunder Bhartia, Hari Shankar Bhartia and other promoter family members), in India. The Jubilant Bhartia Group is present in diverse sectors in India, such as pharmaceuticals, contract research and development services, proprietary novel drugs, consulting in aerospace and oilfield services etc. 9. Investor 1 and Investor 2 are companies incorporated in Singapore and are owned by funds managed by Goldman Sachs Asset Management, L.P. (GSAM), an investment manager. GSAM is indirectly wholly owned by The Goldman Sachs Group, Inc. (USA) (GS). Currently, Investor 1 and Investor 2 do not have any portfolio companies directly or indirectly outside of India. GS together with its group entities is the GS Group. The GS Group has physical presence in India including, through GS Portfolio Entities that are active in multiple sectors including food and beverages sector in India. 10. The Target is an unregistered core investment company as defined in Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016 issued by the Reserve Bank of India. The Target is a holding company having no independent activities in India. HCCOH and BCCOH collectively hold 99.99% shareholding in the Target. HCCH belongs to The Coca Cola Company (TCCC) group. The TCCC Group includes the ultimate parent entity, i.e., TCCC, and all Group entities owned and controlled by TCCC. The Target holds 99.96% shareholding in Hindustan Coca-Cola Beverages Private Limited (HCCB). The Target, through HCCB, is active in the preparation and sale of Non-Alcoholic Beverage (NAB) products in India. HCCB is one of the bottlers of TCCC in India and is engaged in the preparation, packaging, supply and distribution of a variety of Coca-Cola beverages in India. HCCB has no business activities outside of India and it is also engaged in the preparation and distribution of beverages under the ‘Monster’ brand owned by Monster Inc. 3 An entity is considered to be an affiliate of another enterprise if that another enterprise has: (i) Ten percent or more of the shareholding or voting rights of the enterprise; or (ii) Right or ability to have a representation on the board of directors of the enterprise either as a director or as an observer; or (iii) Right or ability to access commercially sensitive information of the enterprise. Combination Registration No. C-2025/02/1249 Page 5 of 7 11. For the purpose of overlap assessment, the relevant products and services offered by the Jubilant Bhartia Group (including through its affiliates), GS portfolio entities and Target (including HCCB) in India have been considered. It is submitted that there are no horizontal overlaps between the business activities of: (i) the Jubilant Bhartia Group and the Target (including its affiliates); and (ii) the GS Portfolio Entities and the Target (including its affiliates). 12. The Jubilant Bhartia Group through its affiliates Jubilant FoodWorks Limited (JFL) and Barbeque Nation Hospitality Limited (BNHL) and one of the GS Portfolio Entity Rebel Foods Private Limited (RFPL) are engaged in the business of provision of food services. These entities as part of their food service business purchase NABs for sale to their end-customers whereas the Target (through HCCB) is active in the preparation and sale of NABs in India. Therefore, considering their presence, the Parties exhibit vertical overlap in the ‘market for the preparation and sale of NABs in India’ (Upstream Market) and the ‘market for the provision of food services in India’ (Downstream Market). The Upstream Market can be segmented into narrow segments: (i) ‘market for preparation and sale of carbonated soft drinks (CSDs) in India’ and (ii) ‘market for non-carbonated soft drinks (Non-CSDs) in India’ and also the narrower segments of (iii) ‘market for preparation and sale of NABs to the organised sector in India’; and (ii) ‘market for preparation and sale of NABs to organised food service providers in India.’ Further, Parties have also provided region- wise market size and market share of HCCB in the Upstream Market of preparation and sale of NABs segmented into South, West and East regions from CY 2019 to 2023 (i.e. every region where HCCB operates). Similarly, with respect to the downstream market, considering the activities of JFL, BNHL and RFPL, Parties have provided their segment shares in the narrower segment for organised food services in India which can be further sub-segmented into (i) quick service restaurants (QSRs) in India; and (ii) full-service restaurants (FSRs) in India (Narrower Downstream Markets). 13. The Commission observed that, considering the nature and extent of aforesaid vertical overlap and the competition assessment given in the subsequent paragraph, the