Tilaknagar Industries Limited · C-2025/08/1315

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/08/1315

07th October 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Tilaknagar Industries 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 14th August 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 Tilaknagar Industries Limited (TIL/Acquirer). The Grain & Grape Works Private Limited (GGWPL) also became a notifying party by furnishing relevant documents [hereinafter, the Acquirer and the GGWPL are collectively referred as ‘Acquirers’].

2. The Notice was filed pursuant to Business Transfer Agreement dated 23rd July 2025, executed amongst the Pernod Ricard India Private Limited (PRIPL/Seller), GGWPL and TIL.

Combination Registration No. C-2025/08/1315

3. The Proposed Combination envisages acquisition of business of production, bottling, marketing, and sale of alcoholic and other beverages under the “Imperial Brands” (Target Business) currently owned by PRIPL by the TIL [hereinafter, the Acquirers and the Target Business are collectively referred as the ‘Parties’].

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 28th August 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 15th September 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 24th September 2025, and the response dated 29th September 2025 was received.

5. The Acquirer, a public listed company with promoter and promoter group shareholding of ~40% and rest of shareholding being held by the public, is operating in Indian Made Foreign Liquor (IMFL) segment. It has a range of spirit products across IMFL segment (brandy, rum, whisky, gin, and vodka). GGWPL is a recently incorporated wholly owned subsidiary of TIL and it does not have any business at present.

6. The Target Business is currently housed in the Seller (PRIPL), which belongs to the Pernod Ricard group. PRIPL is an indirect wholly owned subsidiary of Pernod Ricard SA (PRSA). PRSA is a publicly listed French company active in the production and distribution of alcoholic beverages, mainly wines and spirits, on a worldwide basis. The Target Business is present in India by the brand name of “Imperial Blue”. The Target Business is engaged in production, bottling, marketing and sale of alcoholic and other beverages under the Imperial Brands. A total of 16 (sixteen) manufacturing units are part of the Target Business.

7. It is submitted that both the Acquirer and the Target Business are engaged broadly in the Manufacture and Sale of alcoholic beverages. The Acquirer is engaged in manufacture of spirits, including brandy, gin, rum, vodka and whisky, while the Target Business is engaged in the manufacture of spirits, more specifically, whisky and also packaged drinking water. As per one of the reports relating to the sector, each spirit category including whisky, based on the price, can be categorized into the following segments: (a) Prestige-Plus, (b) Prestige, (c) Ultra-Premium, (d) Super-Premium, (e) Premium, (f) Standard, (g) Value and (h) Low-Price. The Acquirer and the Target Business deal only in Value Whisky.

8. With regard to horizontal overlaps, it is submitted that, at the broad level, the Parties are present in the market for manufacture and sale of Whisky and at the narrow level, the Parties exhibit overlap in the market for manufacture and sale of Value Whisky.

9. With regard to vertical/complementary linkages, it is submitted that there are no vertical/complementary linkages between the Acquirer (including affiliates) and the Target Business.

10. The Commission decided to leave the precise delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India.

11. Based on the submissions of the Acquirers, the Commission noted that the combined market shares of the Parties (in terms of volume) in markets for the manufacture and sale of Whisky and Value Whisky are in the range of [5-10]%. Moreover, the incremental market share is in the range of [0-5]% in both the markets.

12. 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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

13. This order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

Combination Registration No. C-2025/08/1315

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

15. The Secretary is directed to communicate to the Acquirers accordingly.