MEMG Family Office LLP 360 ONE Private Equity Fund

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Page 1 of 16 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2024/03/1119 26th March 2024 Notice under Section 6(2) of the Competition Act, 2002 filed by MEMG Family Office LLP and 360 One Private Equity Fund acting through its investment manager, 360 ONE Asset Management Limited 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 6th March 2024, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) filed by MEMG Family Office LLP (MEMG LLP/Acquirer 1) and 360 ONE Private Equity Fund through its schemes or affiliates (Fund), acting through its investment manager, 360 ONE Asset Management Limited (AML) [Fund and AML collectively referred to as “360 ONE/Acquirer 2”] [MEMG LLP and 360 ONE together are together referred to as “Acquirers”]. 2. The notice has been filed pursuant to a binding term sheet dated 25th July 2023 entered into by the API Holdings Limited (Target/API Holdings) with MEMG International Combination Registration No. C-2024/03/1119 Page 2 of 16 India Private Limited (MEMGIIPL) and Siddharth Shah, Harsh Parekh, Hardik Dedhia, Dharmil Sheth, and Dhaval Shah (Founders) [Term Sheet]; a Joint Term Sheet dated 18th September 2023 entered into by the Target, the Founders and others where MEMGIIPL is a signatory in the capacity of a confirming party (Joint Term Sheet); the Eleventh Amended and Restated Shareholders Agreement dated 26th October 2023 (SHA); the letter of offer dated 25th September 2023 (Offer Letter); and Intimation Letter executed by 360 ONE and MEMGIIPL, and acknowledged by API Holdings on 24th November 2023 (Intimation Letter) in which MEMGIIPL identified 360 ONE as its Co-Investor [Hereinafter, the Acquirers and Target are collectively referred to as ‘Parties’]. Proposed Combination 3. The proposed combination relates to- i. The proposed subscription of class B compulsorily convertible preference shares (CCPS B) in API Holdings by each of: a. MEMG LLP, an affiliate of MEMGIIPL (Proposed Transaction 1); and b. The Fund, acting through its investment manager, AML (Proposed Transaction 2) [together, the “Proposed Transactions”]. wherein by subscribing to CCPS B offered by the Target, the Acquirers propose to acquire approximately up to 10% - 12% shareholding of the Target by way of the Proposed Transactions. ii. Further, 360 ONE proposes to acquire: a. CCPS B and equity shares from Siddhant Partners (Siddhant/Seller 1) in the Target (Proposed Incremental Acquisition 1); and b. equity shares from Prasid Uno Family Trust (Prasid/Seller 2) in the Target (Proposed Incremental Acquisition 2); resulting in a shareholding of up to 6.09% in the Target, on a fully diluted basis [together, the Proposed Incremental Acquisitions]. Combination Registration No. C-2024/03/1119 Page 3 of 16 (Collectively, the Proposed Transactions and the Proposed Incremental Acquisitions are referred to as “Proposed Combination”). Further, it is stated in the notice that according to the SHA and Term Sheet, by way of the Proposed Transactions, the Acquirers will acquire certain rights in the Target which are to be exercised by the Acquirers as a block. Description of the Parties MEMG LLP 4. MEMG LLP is incorporated in India as a limited liability partnership1. It ultimately belongs to the Pai Family Group. Dr. Ranjan Pai and Mrs. Shruti Pai along with their family members, namely Ms. Sanya Pai and Ms. Rhea Pai, and the blood descendants of Ms. Sanya Pai and Ms. Rhea Pai constitute the “Pai Family”. The Pai Family has investments / is present in India through RSP Trust Mauritius and RSP Trust (India), respectively. The Pai Family are beneficiaries of RSP Trust Mauritius. The trustees of RSP Trust Mauritius are Vistra Trustees Mauritius Limited, Dr. Ranjan Pai, and Mrs. Shruti Pai. The Pai Family is also a trustee and beneficiary of RSP Trust (India). Accordingly, the Pai Family, as a beneficiary and a trustee, exercises complete control over RSP Trust Mauritius and RSP Trust (India). As such, the Pai Family has been treated as the ultimate parent of the Pai Family Group, including MEMG LLP. MEMG LLP and the group to which it ultimately belongs (including downstream affiliates based on the Materiality Thresholds2) are collectively referred to as the “Pai Family Group”. The Pai Family Group (including its affiliates) operate via key verticals i.e., education3, healthcare, health insurance, clinical research and philanthropy. MEMG 1 The designated partners of MEMG LLP are Dr. Ranjan Ramdas Pai, Mrs. Shruti Ranjan Pai and Manipal Education and Medical Group India Private Limited (MEMG India). 2 In accordance with the Notes to Form I published on 27 March 2020, for the purposes of disclosure and assessment in relation to equity investments in India and overlaps, the Parties (and their group entities) have considered those entities in which they hold:: i. direct or indirect equity stake of 10%, or ii. any right or ability to exercise any right including any advantage of commercial nature with any of the party or its affiliates that is not available to an ordinary shareholder; or iii. any right or ability to nominate a director or observer in another enterprise(s) (Materiality Thresholds). 3 Pai Family through Manipal Academy of Higher Education (MAHE) own and operate five (5) teaching hospitals (i.e., (I) Kasturba Hospital, Manipal; (ii) Dr. T.M.A. Pai Rotary Hospital, Karkala; (iii) Dr. T.M.A. Pai Hospital, Udupi; (iv) Manipal Hospital, Attavar; and (v) Durga Sanjeevani Manipal Hospital, Kateel. Combination Registration No. C-2024/03/1119 Page 4 of 16 LLP is engaged in the provision of management consultancy and advisory activities to customers in India and does not have any operations other than in India. 360 ONE 5. The Fund is registered with the Securities and Exchange Board of India (SEBI) as a Category II Alternative Investment Fund and is established for the purpose of investing in various sectors in India and worldwide. 360 ONE has made several investments across the world as well as in India in various sectors. It does not, however, undertake any business activities by itself. 360 ONE has only a few global investments. 6. The Fund is managed by its Investment Manager, i.e., AML. AML, incorporated under the Companies Act, 1956 in 2010, is a wholly owned subsidiary of and is ultimately controlled by 360 ONE WAM Limited (360 OWL). It provides investment management services to schemes of 360 ONE Mutual Fund and alternative investment funds of the 360 ONE Group. It also undertakes portfolio management services including co-investment portfolio management services. 7. 360 OWL is the ultimate holding company of the 360 ONE Group4 (360 ONE Group) listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited. It is a wealth and asset management firm in India. It serves highly specialized and sophisticated needs of high net-worth and ultra-high net worth individuals, affluent families, family offices and institutional clients through tailored wealth management solutions. TARGET 8. The Target is a company incorporated under the Companies Act, 2013. The Target (including its downstream affiliates based on the Materiality Thresholds are collectively referred to as the “Target Group”. API Holdings is the ultimate parent entity of the API Group/Target Group. The Target Group is primarily engaged in the wholesale 4 360 ONE and the group to which 360 ONE ultimately belongs, based on the Materiality Thresholds are collectively referred to as “360 ONE Group”. Combination Registration No. C-2024/03/1119 Page 5 of 16 (B2B) sale and distribution of drugs in India. The Target, either directly or through its subsidiaries/affiliate companies, is engaged in various activities in the pharmaceutical and healthcare sectors in India. It owns and develops the intellectual property and technology for developing e-commerce platforms, including marketplaces for facilitating the sale of pharmaceuticals, medical devices and over-the-counter (OTC) products. The Target holds a 19.99% equity stake in Aarman Solutions Private Limited (Aarman) which in turn holds 100% of the equity share capital of Axelia Solutions Private Limited (Axelia).5 which holds a non-exclusive license to use the intellectual property and information technology in relation to the ‘PharmEasy’ platform (which facilitates retail sale of pharmaceutical, medical devices and OTC products). Furthermore, the Target through its step-down subsidiary, Thyrocare Technologies Limited (Thyrocare) also has miniscule global operations through its IT support services6. 9. In the ensuing paragraphs, the assessment of the Proposed Combination is in relation to the relevant market(s)/segment(s) with regard to Horizontal Overlaps and Vertical Relationships as identified by the Parties in the notice. The Commission decided to leave precise delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to result in any appreciable adverse effect on competition irrespective of the manner in which the relevant market is delineated, because of the reasons stated below. Identification and Assessment of Horizontal Overlaps A. Assessment of Horizontal overlaps between the Pai Family Group and the Target Group (i) Diagnostics Market 5 Threpsi Solutions Private Limited (Threpsi) which is a wholly owned subsidiary of API Holdings, licensed the operation of the ‘PharmEasy’ marketplace to Axelia. 6 Thyrocare has, formed a joint venture, Thyrocare Laboratories (Tanzania) Limited (Outside JV Company) based in the United Republic of Tanzania with Kastipharm Limited. The Outside JV Company is a newly incorporated entity incorporated on 19th September 2023, and is yet to commence operations. Combination Registration No. C-2024/03/1119 Page 6 of 16 10. It is submitted in the notice that both Pai Family Group entities and the Target Group offer diagnostics services, which includes (i) pathology services (such as blood work, urine tests, etc. and other tests prescribed by the doctors); and (ii) radiology services (such as mammograms and chest x-rays). While Pai Family Group entities offer these services through its affiliates namely Healthmap Diagnostics Private Limited (Healthmap), iGenetic Diagnostics Private Limited (iGenetics), and Medcis Pathlabs India Private Limited (Medcis), the Target Group is engaged in the provision of these services through its subsidiaries Thyrocare and Docon Technologies Private Limited (Docon). 11. In view of above, the relevant product market is defined in the notice as the market for provision of diagnostics services, further segmented into (a) market for provision of pathology services; and (b) market for provision of radiology/imaging services. With respect to the relevant geographic market, it is submitted that the same may be considered to be city-wise as the consumers would prefer to take tests or avail radiology/imaging services at the diagnostic centers located in the cities where they are situated or where such consumers are availing treatment. Accordingly, the competitive assessment of the Pai Family Group and Target Group is provided for the market for provision of diagnostics services in India and market for provision of diagnostics services in overlapping city(ies) and its sub-segments, namely,(a) market for provision of pathology services in the overlapping city(ies) and (ii) market for provision of radiology / imaging services in the overlapping city(ies). 12. Based on the submissions, it is noted that the combined market shares of Pai Family Group entities and the Target Group in the relevant market for provision of diagnostics services in India and overlapping city(ies) and its sub-segments are in the range of [0-5] % only, except the market for provision of pathology services in Navi Mumbai, where the combined market share is in the range of [5-10] % and the incremental market share is in the range of [0-5] % only. Further, the market for provision of diagnostics services in India (including sub-segments) has the presence of other players such as Dr. Lal Combination Registration No. C-2024/03/1119 Page 7 of 16 PathLabs Limited, Agilus Diagnostics Ltd, Metropolis Healthcare Ltd, Vijaya Diagnostics, etc. (ii) Tele-Medical Consultation Market 13. It submitted that the Target Group is present in the market for provision of tele-medical consultation services in India through its subsidiary Docon which owns the platform ‘Docon’ and 'Docstat' tool. Likewise, the Pai family Group provides this service in India through Manipal Health Enterprises Private Limited (MHEPL) whereby it allows the patients to consult the doctors on video platforms. Accordingly, the relevant market is defined in the notice as the market for provision of tele-medical consultation services in India. 14. Based on the submissions, it is noted that the combined market shares of Pai Family Group and the Target in the market for provision of tele-medical consultation services in India is in the range of [0-5] %, only. Further, the market has presence of other players such as Practo Technologies Private Limited (Practo), Medibuddy Docsapp (Phasorz Technologies Private Limited), mFine (Novocura Tech Health Services Private Limited), DocPrime (Docprime Technologies Private Limited), Apollo, RocketHealth1mg and Lybrate B. Assessment of Horizontal overlaps between the 360 ONE Group and the Target Group (i) Diagnostics Market 15. It is stated in the notice that, on one hand, one of the 360 ONE Group entities i.e., Nephrocare Health Services Private Limited (Nephrocare)7, in which 360 ONE Group holds shareholding of 7.6%, is engaged in the provision of diagnostics services (i.e., 7 It is stated that Nephrocare’s primary business consists of providing dialysis treatment to its patients, and diagnostics services are only offered as an ancillary service. Such ancillary services are primarily outsourced to other diagnostics service providers. Further, the volume of business and revenue generated from the provision of such diagnostics services is negligible Combination Registration No. C-2024/03/1119 Page 8 of 16 only pathology services) and, on the other hand, the portfolio companies of the Target, namely, Docon and Thyrocare, provide similar services through the laboratories / collection centers. In view of foregoing, it is stated that the broad relevant product market may be considered as the market for provision of diagnostics services and the narrow relevant product market as the market for provision of pathology services. Further, the relevant geographic market may be considered on a pan-India basis. Accordingly, the competition assessment is provided for: (i) market for the provision of diagnostics services in India and (ii) market for provision of pathology services in India. Also, it is stated that the competition assessment would apply squarely to relevant geographic market delineated on a city-wise basis and the competitors operating in the pan-India market are active in the cities in which Nephrocare is present. 16. Based on the submissions of the Parties, it is noted that the combined market shares of 360 ONE Group and the Target Group in the aforesaid markets are in the range of [0- 5]% only. Further, these markets have presence of other players like Dr. Lal PathLabs Limited, SRL, Metropolis Healthcare Limited, Mahajan Imaging Centre, and Apollo Diagnostic. (ii) Tele-Medical Consultation Services 17. The Parties have submitted that 360 ONE Group entities, namely, (i) Shri Kauvery Medical Care India Limited (Kauvery) and (ii) AMPA Orthodontics Private Limited (AMPA) provide tele-medical consultation services. While Kauvery provides tele- medical consultation services to its patients through online and video consultation, AMPA which is engaged in the sale of dental products and skin-care products under the brand “Toothsi” and “Skinnsi”, respectively, provides tele-consultation services only on a need basis and as an ancillary optional service, as part of the treatment package. This overlaps with businesses of the Target through its subsidiary Docon which owns the platform ‘Docon’ and the tool ‘DocStat’. Thus, for this overlap, the relevant product market is defined as market for the provision of tele-medical consultation services and the relevant geographic market as India. Accordingly, it is stated that the relevant Combination Registration No. C-2024/03/1119 Page 9 of 16 market may be considered as the market for the provision of tele-medical consultation services in India. 18. Based on the submissions of the Parties, it is noted that the combined market share of the 360 One Group and the Target Group in the market for the provision of tele-medical consultation services in India is in the range of [0-5] %, only. Furthermore, there are other players that operate in the industry as mentioned above. (iii) Market of Wholesale Distribution and Sale of Pharmaceutical Products, Medical Devices and OTC Products in India 19. It is submitted that the 360 ONE Group’s entities, namely, Octopolis Technologies Private Limited (Octopolis) through its platform ApnaKlub, Believe Pte. Ltd. (Believe), AMPA and Advamedica Inc. (Advamedica) exhibit overlap with the products supplied by the Target Group’s own OTC brands i.e., Everherb, Truecure, and Liveasy, and Pharmeasy (API OTC Brands) and its portfolio companies, i.e., Aryan Wellness Private Limited (Aryan), Muthu Pharma Private Ltd. (Muthu), Aushad Pharma Distributors Private Limited (Aushad), Vardhman Health Specialties Private Limited (Vardhman), Impex Healthcare Private Limited (Impex), Akna Medical Private Limited (Akna), Threpsi and Thyrocare are present in the broader market of wholesale distribution and sale of pharmaceutical products, medical devices and OTC Products in India (Broader Wholesale Market), which comprises the narrower markets for wholesale sale and distribution of (i) pharmaceutical products, (ii) medical devices, and (iii) OTC products. 20. With respect to narrower markets, the Parties have submitted that, on one hand, one of the 360 ONE Group entities i.e., Octopolis through its online platform “ApnaKlub” is engaged in facilitating wholesale B2B sales of Fast Moving Consumer Goods (FMCG) products, enabling kirana stores in Tier 2 and Tier 3 cities to purchase products online at an affordable rate and, separately, another portfolio company of the 360 ONE Group, i.e., AMPA (through its platform MakeO) also sells certain dental products to dentists Combination Registration No. C-2024/03/1119 Page 10 of 16 for further prescription, as part of their practice.8 On the other hand, the portfolio company of the Target Group, i.e., Ayro Retail Solutions Private Limited (Ayro) through its online platform ‘Retailio’ is engaged in the business of wholesale sale and distribution of pharmaceutical products, medical devices and OTC products. Based on foregoing, 360 One group and the Target Group have defined the relevant market as market for online B2B sales in India. 21. Further, it is submitted with respect to narrower markets that 360 ONE Group portfolio entities, namely, AMPA, Believe and Advamedica supply their own brand of OTC products9 which overlap with the products supplied under the API OTC Brands i.e., nutraceuticals, anti-fungal creams, burn creams, pain relief sprays, medical shampoos, orthopedic OTC products, etc. Based on foregoing, 360 ONE Group and the Target Group have identified the relevant market as the market for sale of OTC products in India. 22. Accordingly, the competition assessment is provided in the notice qua Broader Wholesale Market and the narrower markets, namely, market for online B2B sales in India and market for sale of OTC products in India (Narrower Markets), 23. Based on the submissions of the Parties, it is noted in relation to the Broader Wholesale Market and Narrower Markets that the combined market shares of 360 ONE Group and the Target Group are in the range of [0-5] %, only. The Broader Wholesale Market comprises other players such as Keimed Private Limited, Entero Healthcare, Medikabazaar (Boston Ivy Healthcare Solutions Private Limited) among others. Further, there are other players in market for online B2B sales such as India Mart, 8 AMPA provides B2B services both through online and offline modes. 9OTC products includes general medicines which are available over the counter for which prescription is not required and other related items such as nutraceutical products/general supplements (including instant energy and food drinks), health monitor devices (such as thermometer and pulse oximeter), beauty and personal care products, toiletries and personal hygiene items usually stocked by pharmacies. (i) AMPA is engaged in the sale of dental products and skin-care products, under the brand “Toothsi” “Skinnsi”, respectively; (ii) Believe owns and operates multiple personal care brands i.e., Zayn & Maya, Lafz, Dr Rhazes; Iba Cosmetics; and (iii) Advamedica through its wholly owned Indian subsidiary Axio Biosolutions Private Limited (Axio) manufactures and sells OTC wound dressing materials. Combination Registration No. C-2024/03/1119 Page 11 of 16 Udaan, JioMart, Alibaba and Amazon Business and in the market for the sale of OTC products such as Hindustan Unilever, GlaxoSmithKline, Procter & Gamble, Nykaa and L’Oreal, as well as other smaller players. Identification and Assessment of Vertical Relationships A. Vertical Relationships between the Pai Family Group and the Target Group 24. It is submitted in the notice that there are existing and potential vertical relationships between Pai Family Group and the Target Group as under: (i) Existing Vertical Relationship: There exists a vertical relationship between the Pai Family Group and the Target Group on account of the wholesale distribution and sale of pharmaceutical products, medical devices and OTC products by the Target Group to the hospitals owned/ operated by the Pai Family Group. Accordingly, the relevant markets for the same are identified as: “market for wholesale distribution and sale of pharmaceutical products, medical devices and OTC products in India at upstream level” (Pharmaceutical, Medical Devices and OTC Market) which may be segmented into narrow market for: (i) pharmaceutical products, (ii) OTC products, and (iii) medical devices; and “market for Provision of healthcare services through hospitals in India at downstream level” (Healthcare Services Market); (ii) Potential Vertical Relationship I: There may be a potential vertical relationship between the Parties which may arise on account of sale of medical devices by the Target Group, through Thyrocare and Threpsi to the diagnostic centers owned/ operated by the Pai Family Group namely iGenetics, Medcis and Healthmap. Accordingly, it is submitted in the notice that the relevant markets may be considered as “market for sale of medical devices in India at upstream level” (Medical Devices Market) and “market for diagnostics services in India at downstream level” (Diagnostics Market); Combination Registration No. C-2024/03/1119 Page 12 of 16 (iii) Potential Vertical Relationship II: There may be a potential vertical relationship between the Pai Family Group and the Target Group which may arise on account of the provision of logistic services by the Target Group to the entities of the Pai Family Group involved in the provision of health care services. Accordingly, the relevant markets may be defined as the “market for provision of logistics services in India at the upstream level” (Logistics Market) and the Healthcare Services Market at the downstream level; (iv) Potential Vertical Relationship III: There may be a potential vertical relationship between the Pai Family Group and the Target Group on account of the provision of software services for inventory management and accounting for pharmacies by the Target Group to the entities of the Pai Family Group involved in the provision of health care services. Accordingly, the relevant markets may be defined as market for provision of software services for inventory management and accounting for pharmacies in India at the upstream level (Software Services Market) and the Healthcare Services Market at the downstream level. 25. Based on the submissions of the Parties, it is noted that the individual market share of the Pai Family Group / the Target Group in the relevant markets at upstream level for Existing Vertical Relationship and Potential Vertical Relationships I, II and III, namely, Pharmaceutical, Medical Devices, OTC Market (including its sub-segments), Medical Devices Market, Logistics Market and Software Services Market as well as in the relevant markets at the downstream level, namely, Healthcare Services Market and Diagnostics Market is in the range of [0-5] %, only. 26. Further, each of these markets is characterised by presence of other players such as Keimed Private Limited, Entero Healthcare, Medikabazar (Boston Ivy Healthcare Solutions Private Limited), Sasta Sundar Ventures Limited, etc. in the Pharmaceutical, Medical Devices and OTC Market; Becton Dickinson India Private Limited, Johari Digital Healthcare Limited, Poly Medicure Limited, etc. in the Medical Devices Market; Delhivery, Blue Dart Express Limited, TCI Express Limited, Mahindra Logistics Limited, etc. in the Logistics Market; Logic ERP Solutions Private Limited, Sage Combination Registration No. C-2024/03/1119 Page 13 of 16 Software Solutions Private Limited, Softworld (India) Private Limited, Equality Healthcare Private Limited, HaleMind Engineering Private Limited, etc. in the Software Services Market; Apollo Hospitals, Max Super Multispeciality Hospital, Fortis Healthcare Limited, etc. in the Healthcare Market and Dr Lal Path Labs, Agilus Diagnostics Ltd, Metropolis Healthcare Ltd, Vijaya Diagnostics, Krsnaa Diagnostics Pvt Ltd., etc. in the Diagnostics Market. B. Vertical Relationships between the 360 ONE Group and the Target Group 27. The notice that identifies vertical relationships between the products and services offered by 360 ONE Group and the Target Group, as below: (i) Vertical Relationship I: It is submitted that the Target Group through its portfolio companies, i.e., Aryan, Muthu, Aushad, Vardhman, and Impex is engaged in the business of wholesale sale and distribution of pharmaceutical products and OTC products. Further, API Holdings, through its Group company, namely Akna (including its subsidiaries) is engaged in the business of sale of pharmaceutical products and medical consumables. Additionally, Group companies of the Target namely Thyrocare and Threpsi supply medical devices that are used in the provision of healthcare services (Aryan, Aushad, Vardhman, Muthu, Impex, Akna, Thyrocare and Threpsi are collectively referred to as “Relevant API Pharma Companies”). 360 ONE Group through (a) Kauvery, which is engaged in providing healthcare services in hospitals; (b) Infigo Lifesciences Private Limited (Infigo), which is engaged in providing eye and vision care solutions through its eye care hospitals/ centers; (c) Hearing Solutions Private Limited (HSPL), which is engaged in providing hearing care solutions through its centers, and (d) Nephrocare, which is engaged in providing dialysis treatments at its centers, may use the products supplied by Relevant API Pharma Companies in the provision of its services. Further, it is stated that the products supplied by Relevant API Pharma Companies are used across hospitals and medical centers, regardless of whether these hospitals and medical centers offer primary, secondary, tertiary, or quaternary care to patients. For example, the Combination Registration No. C-2024/03/1119 Page 14 of 16 products primarily supplied by the Target Group include items such as medical gloves, cotton, bandages, sanitizers - all of which are procured by 360 ONE Group entities, namely: Kauvery, Infigo, Nephrocare and HSPL. Accordingly, the relevant markets for Vertical Relationship I may be defined as market for wholesale distribution and sale of pharmaceutical products, medical devices and OTC products in India at the upstream level (Pharmaceutical, Medical Devices and OTC Market) and market for provision of healthcare services through hospitals/ centres/ clinics in India at the downstream level (Healthcare Services Market). (ii) Vertical Relationship II: There exists a supply relationship between (1) Exotel Techcom Private Limited (Exotel) and Thyrocare and (2) WizRocket Inc (WizRocket) and Threpsi (which operates Pharmeasy). Exotel and WizRocket (360 ONE Group entities) offer customer relationship management software solutions which may be utilized by the website and platforms of the Target Group such as PharmEasy Docon and Thyrocare to facilitate seamless communication with their customers. Further, it is stated that CRM software solution services offered by Exotel and WizRocket are homogenous and can be, and indeed are, used by business customers across varying businesses in the online B2C segment irrespective of the product categories they sell or services they offer in the market. Accordingly, the relevant markets for Vertical Relationship II may be defined as market for provision of Customer Relationship Management (CRM) software solutions in India at upstream level (CRM Software Solutions Market).; and (ii) Online B2C sales in India at downstream level (Online B2C Sales Market). (iii) Vertical Relationship III: There exists a supply relationship between Thyrocare and Nephrocare. The Group companies of the Target namely Thyrocare and Docon provide diagnostic services. Nephrocare is primarily engaged in the business of providing dialysis treatment to its patients and primarily outsources the ancillary pathology services to independent third parties. The pathology services provided by Docon and Thyrocare are utilized in providing dialysis Combination Registration No. C-2024/03/1119 Page 15 of 16 treatment by Nephrocare. Further, these pathology services can be potentially outsourced by any center or hospital in the provision of healthcare services such as Kauvery and Infigo. Accordingly, the relevant markets for Vertical Relationship III may be defined as market for provision of pathology services in India at the upstream level (Pathology Services Market) and market for provision of healthcare services through hospitals/centers/clinics in India at the downstream level (Healthcare Services Market). (iv) Vertical Relationship IV: There is an existing supply arrangement between one of 360 ONE Group’s portfolio companies i.e., AMPA, engaged in the sale of dental and skincare products (i.e., OTC products) with PharmEasy, as AMPA’s products are also sold on PharmEasy. Accordingly, the relevant markets for Vertical Relationship IV may be defined as market for Online B2B sales in India at the upstream level (Online B2B Sales Market) and market for online B2C sales in India (Online B2C Sales Market). 28. Based on the submissions of the Parties, it is noted that the individual market share of the 360 ONE Group/ the Target Group in the relevant markets at upstream level, namely, Pharmaceutical, Medical Devices and OTC Market, CRM Software Solutions Market, Pathology Services Market and Online B2B Sales Market as well as relevant markets at the downstream level, namely, Healthcare Services Market and Online B2C Sales Market for Vertical Relationship I, II, III and IV is in the range of [0-5] %. 29. Further, each of these markets is characterised by presence of other players such as Keimed Private Limited, Entero Healthcare, Medikabazar, Sasta Sundar Ventures Limited and Saveo HealthTech in the Pharmaceutical, Medical Devices and OTC Market; SalesForce, Hubspot, Microsoft Dynamics, SAP, Oracle, etc. in the CRM Software Solutions Market; Dr. Lal PathLabs Limited, SRL Diagnostics, Metropolis, Vijaya Diagnostics and Krsnaa Diagnostics in the Pathology Market; Udaan, Moglix and Indiamart in the Online B2B Sales Market; Apollo Hospitals, Max Super Multispeciality Hospital, Fortis Healthcare Limited, Narayana Multispeciality Hospital, Combination Registration No. C-2024/03/1119 Page 16 of 16 and Medanta Hospital in the Healthcare services Market and Flipkart, Amazon, Nykka, Meesho, etc. in Online B2C Sales Market 30. Considering the material on record, including details provided in the notice given under sub-section (2) of Section 6 of the Act and assessment of the combination based on the factors stated in sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have any appreciable adverse effect on competition in India in any of the relevant market(s), and therefore, the Commission approves the same under Section 31(1) of the Act. 31. This order may stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect. 32. The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 33. The Secretary is directed to communicate to the Acquirers accordingly.