Approval of Combination involving Jumbotail, Solv-India, and SC Ventures

[Image omitted. See the official document.]

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/03/1266

27^th May 2025

Notice under Section 6(2) of the Competition Act, 2002 jointly given by Jumbotail Technologies Private Limited, SC Ventures Holdings Limited, Solv-India Pte. Ltd., SCV Master Holding Company Pte. Ltd., Artal Asia Pte. Ltd., Subramanian Karthik Venkateswaran and Ashish Jhina

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 27^th March 2025, the Competition Commission of India (Commission) received a notice (Notice) under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) jointly given by Jumbotail Technologies Private Limited (JTPL), SC Ventures Holdings Limited (SCV), Solv-India Pte. Ltd. (Solv-India), SCV Master Holding Company Pte. Ltd. (SCV Master), Artal Asia Pte. Ltd. (Artal Asia), Subramanian Karthik Venkateswaran and Ashish Jhina [hereinafter, Subramanian Karthik Venkateswaran and Ashish Jhina are collectively referred to as the 'Founders' and JTPL, SCV, Solv-India, SCV Master, Artal Asia and Founders are collectively referred to as the 'Notifying Parties']. The Notice was filed pursuant to the execution of (a) Share Swap Agreement by and amongst JTPL, Founders, Standard Chartered Research and Technology India Private Limited (SCRTIPL), Solv-India, SCV, and POWER2SME Pte. Ltd. on 21^st March 2025; (b) Share Subscription Agreement between SCV Master, Artal Asia, Founders, and JTPL on 21^st March 2025; and (c) agreed form of Amended and Restated Shareholders' Agreement, inter alios, amongst JTPL, Founders, SCV, SCV Master, and Solv-India on 26^th March 2025 [hereinafter, Notifying Parties and SCRTIPL are collectively referred to as the 'Parties'].

2. The Proposed Combination envisages the following steps:

• (a) acquisition of 100% shareholding in SCRTIPL by JTPL from its existing shareholders, namely SCV and Solv-India;
• (b) as consideration for the above step, issuance of certain shares of JTPL to SCV [34.18%] and Solv-India [0.10%];
• (c) subscription of certain shares in JTPL by SCV Master [10.29%] to be subscribed in two separate tranches and Artal Asia [0.51%];
• (d) subscription of certain shares in JTPL by Artal Asia [upto 0.49%] and Founders [collectively, upto 0.49%], who have agreed to backstop the investment obligations of certain other entities/persons. However, subscription of shares in JTPL by these other entities/persons, namely Existing Investors and/or their affiliates, as well as Founders' affiliates, is not considered by the Commission.

3. Artal Asia and Founders are existing shareholders in JTPL and even after the abovementioned subscription, their final shareholding in JTPL will be diluted after the Proposed Combination. On the other hand, pursuant to the Proposed Combination, SCV, Solv-India, and SCV Master, all of which are part of the Standard Chartered group, ultimately controlled by Standard Chartered Plc (SC), will collectively hold 43.39% in JTPL, on a fully diluted basis.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 11^th April 2025, certain information and clarifications were sought from the Notifying Parties. The Notifying Parties submitted the response dated 18^th April 2025. Since the response was not complete, another letter was issued on 30^th April 2025, and the response dated 5^th May 2025 was furnished by the Notifying Parties. The Notifying Parties also submitted certain voluntary submissions vide emails dated 15^th May 2025 and 21^st May 2025.

5. JTPL is engaged in the business of: (i) an online marketplace, 'Jumbotail', facilitating the wholesale and distribution of products; and (ii) providing services including technology, marketing and logistics support only to online sellers and buyers of all kinds of food, grocery and household essential products. JTPL is the ultimate holding company of JTPL and its subsidiaries. The details of the subsidiaries of JTPL are as follows:

• (a) Jumbotail Retail Services Private Limited, which buys Fast Moving Consumer Goods (FMCG) products from brands/manufacturers and sells them on a B2B basis to distributors who are sellers on the JTPL platform.
• (b) Jumbotail Wholesale Private Limited, which buys FMCG products from brands/manufacturers and sells them on a B2B basis to distributors who are sellers on the JTPL platform.
• (c) Jumbotail Growthfin Private Limited, which commenced operations in December 2024 and facilitates working capital credit for wholesale buyers and sellers of the JTPL's marketplace.
• (d) Jumbotail Logistics Private Limited, which has not yet commenced operations.

6. SCRTIPL operates 'Solv', which is an online B2B platform facilitating micro, small and medium enterprises to sell their products to retailers and other businesses. The categories of products which are provided on Solv are FMCG; hotels, restaurants and café; apparel and fashion; consumer electronics; home furnishings; and footwear and accessories. SCRTIPL also provides ancillary services such as payment collection and credit solutions only to Solv users. Additionally, SCRTIPL offers anchor-led supply chain finance for off-platform transactions and embedded finance for on-platform transactions. SCRTIPL is controlled by SCV and Solv-India.

7. Solv-India is an intermediary holding company of SCRTIPL and does not have any business activity of its own.

8. SCV does not have any business activity in India and is only present through its direct and indirect subsidiaries. On a worldwide basis, SCV provides a platform and catalyst for Standard Chartered to promote innovation, invest in disruptive financial technology, and explore alternative business models.

9. SCV Master does not have any direct business activity in India and is only present through its direct and indirect subsidiaries. SCV Master acts as an intermediary holding company within the SCV corporate structure.

10. Artal Asia is a company limited by shares incorporated in Singapore. Artal Asia forms part of a global equity investment entity, and its ultimate controlling person is Mr. Amaury Wittouck. Artal Asia does not have any activities in India, other than through its investment in JTPL and Capital Foods Private Limited (Capital Foods).

11. Subramanian Karthik Venkateswaran is the co-founder and Chief Executive Officer of JTPL. Mr. Ashish Jhina is the co-founder and Chief Operating Officer of JTPL.

12. It is also submitted by the Parties that both the platforms, namely Solv and Jumbotail, are operated as online marketplaces only.

13. Based on the business activities of the Parties and/or their shareholders (including affiliates), it is submitted that the entities exhibit horizontal overlaps in the broad market for B2B sales in India. At the narrower level, the entities exhibit horizontal overlaps in the organised segment and its online sub-segment. Further, the entities also exhibit overlaps at the product categories level in the FMCG segment.

14. With regards to vertical overlaps, an affiliate of Artal Asia, namely Capital Foods and SCRTIPL, exhibits a potential vertical overlap. Capital Foods is engaged in the market of manufacturing and sale of packaged foods (upstream) under the brands including Ching's Secret and Smith & Jones. SCRTIPL, on the other hand, operates a B2B platform (downstream).

15. The Commission decided to leave the delineation of the precise 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.

16. With regards to the horizontal overlaps, based on the submissions of the Notifying Parties, the Commission noted that the incremental market share of the Parties (including their affiliates) in the broad B2B market, as well as its segments/sub-segments, is not such as to cause any competition concern.

17. With regard to vertical overlaps, the Commission noted that these linkages are not such as to cause competition foreclosure in any market/segment.

18. 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.

19. This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

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

21. The Secretary is directed to communicate to the Notifying Parties accordingly.