Jongsong Investments Pte. Ltd.

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Page 1 of 4 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/03/1260 20th May 2025 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 20th 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), given by Jongsong Investments Pte. Ltd (Acquirer). The Notice was filed pursuant to the execution of (a) Share Purchase Agreement amongst the Acquirer, Haldiram Snacks Food Private Limited (Target) and shareholders of Target, and (b) Shareholders’ Agreement amongst the Acquirer, Target, and promoters of the Target, each dated 11th March 2025 [hereinafter, Acquirer and Target are collectively referred to as the ‘Parties’]. Combination Registration No. C-2025/03/1260 Page 2 of 4 2. The Proposed Combination envisages the acquisition of 9% of the issued and paid-up equity share capital of Target on a fully diluted basis by the Acquirer from certain promoters of the Target. 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 3rd April 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response vide email dated 10th April 2025. Since the response was not complete, another letter was issued on 23rd April 2025, and the response dated 30th April 2025 was furnished by the Acquirer. The Acquirer also submitted certain voluntary submissions vide email dated 13th May 2025. 4. The Acquirer is an investment holding company incorporated in Singapore on 28th February 2023. It is not engaged in any business activities other than holding investments. It is an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited (Temasek), which is an investment company headquartered in Singapore. 5. The Target is a newly incorporated company and is currently a wholly-owned subsidiary of Haldiram Snacks Private Limited (HSPL). Presently, it does not have any business operations. Prior to the Proposed Combination, the Target will house the respective fast- moving consumer goods (FMCG) businesses of HSPL and Haldiram Foods International Private Limited (HFIPL), and Target’s shareholding will be jointly held by HSPL (56%) and HFIPL (44%). The Target and its affiliates are collectively referred to as the ‘Target Group’. The Target Group is primarily engaged in the manufacture and sale of packaged food products in India, such as snacks, sweets, ready-to-eat products, dairy products, bakery products, chocolates, and non-carbonated ready-to-drink beverages. 6. It is submitted in the Notice that certain affiliates of Temasek and the Target Group entities exhibit horizontal overlaps in their business activities pertaining to the manufacture and sale of packaged foods in India (Packaged Foods Market). The Parties Combination Registration No. C-2025/03/1260 Page 3 of 4 have submitted that within the broad Packaged Foods Market, they exhibit overlaps in the following segments: a. Manufacture and sale of snacks (including salted snacks and non-salted snacks sub- segments); b. Manufacture and sale of ready-to-eat products; c. Manufacture and sale of sweets (including other sweets sub-segment); d. Manufacture and sale of bakery products; e. Manufacture and sale of dairy products; f. Manufacture and sale of chocolates; and g. Manufacture and sale of non-carbonated ready-to-drink beverages. 7. Further, it is submitted in the Notice that the business activities of the Target Group in Packaged Foods Market exhibits vertical overlaps/linkages, actual and/or potential, with certain affiliates of Temasek present in the market for (a) wholesale/B2B supply of food ingredients, (b) retail sale of packaged food products, (c) wholesale sale and distribution of packaged food products, (d) food services, and (e) provision of warehousing services for food products, in India. Additionally, the presence of the Target Group in the provision of contract manufacturing services of packaged food products exhibits potential vertical overlaps/linkages with certain affiliates of Temasek, which are present in the Packaged Foods Market. 8. 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. 9. With regards to the horizontal overlaps, based on the submissions of the Acquirer, the Commission noted that the incremental market share of the Parties (including their subsidiaries, associates, and affiliates) in the broad Packaged Foods Market and its narrow segments/sub-segments as well as in their respective organised segments is not such as to cause any competition concerns. With regard to vertical overlaps/linkages, the Combination Registration No. C-2025/03/1260 Page 4 of 4 Commission noted that these linkages are not such as to cause foreclosure-related concerns in any market/segment. 10. 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. 11. This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect. 12. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 13. The Secretary is directed to communicate to the Acquirer accordingly.