Proposed Acquisition of Shares in Rebel Foods by Royce Asia Holdings II

Summary of the Proposed Transaction

[In terms of Regulations 13(2) of the Competition Commission of India (Combination) Regulations, 2024]

A. Name of the parties to the combination

1. The names of the parties to the combination are:

• a. Royce Asia Holdings II Pte. Ltd. (Royce / Acquirer)

• b. Rebel Foods Private Limited (Rebel Foods / Target)

(Royce and Rebel Foods are jointly referred to as Parties)

B. The nature and purpose of the combination

2. By way of the proposed transaction, Royce proposes to acquire certain equity shares and compulsorily convertible preference shares of Rebel Foods (on a fully diluted basis) by way of a secondary purchase (Proposed Transaction).

3. The Proposed Transaction is in the nature of an acquisition of shares and is notifiable under Section 5(a)(ii)(A) of the Competition Act, 2002 (as amended) (Act).

C. The products, services and business(es) of the parties to the combination

Royce

4. Royce is a special purpose vehicle incorporated for the purpose of the Proposed Transaction. It is indirectly wholly owned by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc.

Rebel Foods

5. The Target (including its affiliates) is engaged in the organized food services market in India and, inter alia, operates cloud kitchens, restaurants, food-courts, and cafes etc.

D. The respective markets in which the parties to the combination operate

6. There are no (a) horizontal overlaps; and/ or (b) vertical/ complementary links between the activities of the Parties and their respective groups/ affiliates, in India. Accordingly, absent any horizontally overlapping, and/ or vertically/ complementary business activities of the Parties in India, the relevant market need not be defined and may be left open as the Proposed Transaction will not lead to any adverse effect on competition in India.

7. Therefore, the Proposed Transaction is being filed under the green channel route in terms of Section 6(4) of the Act read with Rule 3 of the Competition (Criteria of Combination) Rules, 2024 and Regulation 5(5) of the Competition Commission of India (Combinations) Regulations, 2024 for the Hon'ble Commission's deemed approval under Section 6(5) read with Section 31(1) of the Act.

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