Jongsong Investments Pte. Ltd.

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Page 1 of 4 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2024/10/1194 26th November 2024 Notice under Section 6(2) of the Competition Act, 2002 given by Jongsong Investments Pte. Ltd. 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 11th October 2024, 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 Jongsong Investments Pte. Ltd. (Jongsong). The Notice has been given pursuant to execution of: (a) the Share Subscription Agreement amongst Mr. Jaydeep Barman, Rebel Foods Private Limited (Rebel Foods), and Jongsong on 10th October 2024; (b) the Share Purchase Agreement amongst Coatue PE Asia 25 LLC, Coatue PE Asia 29 LLC and Coatue CT 78 LLC (collectively referred to as Coatue), Rebel Foods, and Jongsong on 10th October 2024; (c) the Share Purchase Agreement Combination Registration No. C-2024/10/1194 Page 2 of 4 amongst Lightbox Ventures II and Light Expansion Fund (collectively referred to as Lightbox Ventures), Rebel Foods, and Jongsong on 10th October 2024; (d) the Share Purchase Agreement amongst Peak XV Partners Investment Holdings III and Peak XV Partners Growth Investments II (collectively referred to as Peak XV Partners), Rebel Foods, and Jongsong on 10th October 2024; and (e) the Seventeenth Amended and Restated Shareholders’ Agreement inter alia between Rebel Foods and Jongsong on 10th October 2024. 2. Jongsong, vide communications dated 23rd October 2024 and 8th November 2024 issued under Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), was required to remove defects from the Notice and furnish certain information relevant for the purpose of assessment of the combination. Jongsong made its submissions vide response dated 30th October 2024 and 15th November 2024. 3. The Proposed Combination envisages: - subscription to compulsory convertible preference shares (CCPS) of Rebel Foods by Jongsong that upon conversion, would entitle the Jongsong to hold 3.23% equity share capital of Rebel Foods; and - acquisition of 21.35% equity share capital of Rebel Foods by Jongsong from its existing investors in the following manner: i acquisition of equity shares from Coatue amounting to 13.61% of Rebel Foods; ii acquisition of CCPSs from Lightbox Ventures amounting to 1.79% of equity share capital of Rebel Foods; and Combination Registration No. C-2024/10/1194 Page 3 of 4 iii acquisition of CCPSs from Peak XV Partners amounting to 5.95% of equity share capital of Rebel Foods. 4. Jongsong is an indirect wholly owned subsidiary (WOS) of Temasek Holdings (Private) Limited (Temasek). Temasek is an investment company headquartered in Singapore. Temasek’s global portfolio includes transportation, financial services, telecommunications, media & technology, consumer & real estate, life sciences & agri-food, and multi-sector funds. 5. Rebel Foods is a company incorporated in India. Rebel Foods (including its affiliates) operates cloud kitchens, restaurants, food-courts, and cafes etc. A downstream entity of Rebel Foods operates an online food delivery platform. 6. Temasek’s certain portfolio company(ies) are engaged in the business of organised food services in India i.e., sales of finished food products to end customers in India. Therefore, the activities of Rebel Foods and the portfolio companies of Temasek exhibit horizontal overlaps. In this regard, the Commission observes that the combined market shares of Rebel Foods and portfolio companies of Temasek for home delivery of food, dine-in restaurants, and quick service restaurant dine-in restaurants in overlapping cities is 0-5% with incremental market share being less than 1%. 7. Further, certain portfolio company(ies) of Temasek are engaged in business to business (B2B) supply of food products in India. Therefore, the B2B food supply business of portfolio company(ies) of Temasek exhibits a vertical interface with Rebel Foods. Further, online food delivery platform of the downstream entity of Rebel Foods exhibits a vertical interface with the business of finished food products to end customers in India of the portfolio company (ies) of Temasek. In this regard, the Commission observes that market shares of Rebel Foods and/or portfolio company(ies) for overlapping segments are less than 1%. Combination Registration No. C-2024/10/1194 Page 4 of 4 8. 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. 9. This order may stand revoked if, at any time, the information provided by Jongsong is found to be incorrect. 10. The information provided by Jongsong shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 11. The Secretary is directed to communicate this order to Jongsong.