Allowed

1. Majesty II Pte. Ltd. 2. Nuvama Private Investments Trust 3. Ashoka India Equity Investment Trust plc 4. InCred Growth Partners Fund – I

CCI21 Jan 2025C-2024/12/1219

Case brief

AI extract

What is this about?

The Competition Commission of India received a notice under Section 6 regarding a proposed acquisition and co-investment combination involving Majesty II Pte. Ltd., Ashoka India Equity, Nuvama, and InCred Growth Partners. After assessing market shares and potential overlaps in the packaging and pharmaceutical sectors, the Commission found no appreciable adverse effect on competition and approved t

What did the court decide?

The Commission approves the Proposed Combination under Section 31(1) of the Competition Act, 2002.

1. Majesty II Pte. Ltd. 2. Nuvama Private Investments Trust… — Company and Corporate | CCI (2025)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No.C-2024/12/1219

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21^st January 2025

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Notice under Section 6(2) of the Competition Act, 2002 given by Majesty II Pte. Ltd., Nuvama Private Investments Trust, Ashoka India Equity Investment Trust plc, and InCred Growth Partners Fund – I

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CORAM:

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Ms. Ravneet Kaur Chairperson

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Mr. Anil Agrawal Member

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Ms. Sweta Kakkad Member

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Mr. Deepak Anurag Member

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Order under Section 31(1) of the Competition Act, 2002

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On 10^th December 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 Majesty II Pte. Ltd. (Majesty II/Acquirer 1) , Ashoka India Equity Investment Trust plc (acting through its investment manager, Acorn Asset Management Ltd.) (Ashoka India Equity/Acquirer 2) , Nuvama Private Investments Trust (acting through its investment manager, Nuvama Asset Management Limited) (Nuvama/Acquirer 3) , and InCred Growth Partners Fund – I

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Combination Registration No. C-2024/12/1219

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(acting through its investment manager InCred Alternative Investments Private Limited) (InCred/IGPF-I/Acquirer 4) (Ashoka India Equity, Nuvama and InCred are individually referred to as Co-Investor and are collectively referred to CoInvestors ) [Acquirer and Co-investors are together referred to as Acquirers ].

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The Notice has been given pursuant to execution of: (a) Share Investment Agreement executed on 21^st November 2024 between Majesty II, AI Lenarco Midco Ltd. ( AI Lenarco / Target 1 ) and Aiko Investments Ltd. ( Seller ) ( Investment Agreement ); (b) Commitment Letter executed between Majesty II and Ashoka India Equity on 22^nd November 2024; (c) Commitment Letter executed between Majesty II and Nuvama on 9^th December 2024; and (d) Commitment Letter executed between Majesty II and InCred on 4^th December 2024 (Collectively the above-mentioned Commitment Letters are referred to as Commitment Letters ).

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combination Regulations ), vide letter dated 23^rd December 2024 ( RFI ), certain information relevant for the purpose of assessment of the combination was sought. The response to the same was received on 9^th January 2025.

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The Proposed Combination envisages:

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(i) Acquisition of Sale Shares - Majesty II’s acquisition of 100% shareholding in AI Lenarco Midco Ltd. ( AI Lenarco ) by way of the following steps -

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a) Acquisition by Majesty II of 1,800 ordinary shares in AI Lenarco from the Seller; and

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b) Acquisition by Majesty II of 802,484 ordinary share in AI Lenarco from the Seller. (Jointly referred to as Sale Shares, and together, the Sale Shares constitute the entire 100% of the share capital of AI Lenarco).

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(ii) Subscription of Securities - Majesty II will subscribe to certain Optionally Convertible Debentures ( Subscription Securities/OCDs ) issued by AI Lenarco at the time of closing. (Steps (i) and (ii) above are jointly referred to as AI Lenarco Transaction ).

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(iii) Proposed Co-Investment Transactions - The Proposed Co-Investment Transactions will involve the following steps/transactions:

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Combination Registration No. C-2024/12/1219

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a) Proposed acquisition by Ashoka India Equity of certain number of Sale Securities / Compulsory Convertible Debentures ( CCDs ) in Manjushree Technopack Limited ( Manjushree / Target 2 ) from AI Lenarco such that, upon conversion of such CCDs, Ashoka India Equity will hold up to 2% equity shareholding in Manjushree;

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b) Proposed acquisition by Nuvama of certain number of Sale Securities / CCDs in Manjushree from AI Lenarco such that, upon conversion of such CCDs, Nuvama will hold up to 4% equity shareholding in Manjushree; and

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c) Proposed acquisition by InCred of certain number of Sale Securities / CCDs in Manjushree from AI Lenarco such that, upon conversion of such CCDs, InCred will hold up to 1.5% equity shareholding in Manjushree.

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Al Lenarco Transaction and Proposed Co-investment Transactions are together referred to as Proposed Combination . As a result of the Proposed Combination, Majesty II will indirectly acquire up to 90.48% equity shareholding in Manjushree.

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Majesty II is a newly incorporated special purpose vehicle, and an investment holding company of the PAG group and is 100% owned by it. As such, the PAG Group is the ultimate parent of Majesty II. It is not engaged in any business activities outside and within India.

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PAG group is a leading alternative investment firm focused on the Asia-Pacific ( APAC ) region with approximately USD 55 billion of Assets under Management ( AUM ). PAG group includes: (i) the ultimate holding company viz . PAG; (ii) PAG’s subsidiaries; (iii) all funds managed and/or advised by PAG (including its subsidiaries); and (iv) all affiliates (per Materiality Thresholds)¹ indirectly owned and/or controlled by such funds ( PAG Group ).

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1 In terms of the Competition (Criteria of Combination) Rules, 2024, an entity is considered as an affiliate of a party, if the said party has:

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a. shareholding or voting rights of 10% or more in such entity; or

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b. a right or ability to have a representation on the board of directors of an entity either as a director or observer; or

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Combination Registration No. C-2024/12/1219

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PAG has a long track record of success in the region, driven by the combination of PAG’s three core strategies viz . credit and markets, private equity, and real assets. It manages capital on behalf of nearly 300 institutional fund investors, including global asset allocators, and it has approximately 330 investment professionals in 15 key offices globally.

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Ashoka India Equity is a publicly-held equity investment trust. Acorn Asset Management Ltd., which is a fund management entity within the White Oak Capital group, is the investment manager ( IM ) of Ashoka India Equity. White Oak Capital is the investment adviser to Ashoka India Equity. The investment objective of Ashoka India Equity is to achieve long-term capital appreciation, mainly through investment in securities listed in India and listed securities of companies with a significant presence in India.

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White Oak Capital Group includes all funds which are advised and / or managed by and all entities which are controlled by Mr. Prashant Khemka (including affiliates). White Oak Capital Group provides investment management and advisory services for global equity, underpinned by strong investment values that aim to deliver tangible results for all stakeholders over the long-term. Besides segregated managed accounts for leading global institutions, it offers investment services through a wide array of fund vehicles domiciled in India, Ireland, Mauritius, and the UK to individual and institutional investors in India and worldwide. Further, White Oak Capital group has investment research teams based in India and Singapore, and additional sales and distribution offices in Switzerland and the UK.

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Nuvama is a Category II AIF registered with Securities Exchange Board of India ( SEBI ). The Nuvama AIF Schemes are schemes launched by Nuvama, which is registered with SEBI as a Category – II AIF. The investment manager of Nuvama AIF Schemes and Nuvama is Nuvama Asset Management Limited ( Nuvama AML ), which in turn is a wholly-owned subsidiary of Nuvama Wealth Management Ltd. ( Nuvama Wealth ). Nuvama Wealth is the sponsor of Nuvama AIF Schemes. Nuvama Wealth (through its subsidiaries and associates) provides wealth

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c. right or ability to access commercially sensitive information of such entity. ( Materiality Threshold )

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Combination Registration No. C-2024/12/1219

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management, asset management, clearing services and custody services to its clients along with trading in securities and derivatives. Nuvama group, comprises of Nuvama AIF Schemes, Nuvama Private Investments Trust, Nuvama AML (including affiliates under all funds managed and/or advised by Nuvama AML), and Nuvama Wealth (including its affiliates) ( Nuvama Group ).

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IGPF – I is a scheme of InCred Alternative Opportunities Trust ( IAOT ), which is set up as a determinate trust under the Indian Trust Act, 1882 and is registered with SEBI as a Category II AIF. InCred Alternative Investments Private Limited ( InCred Alternative Investments ) is the investment manager of IGPF - I and InCred Capital Financial Services Limited ( InCred Capital ) is the sponsor for IGPF – I. IGPF – I belong to the InCred Capital group. InCred Alternative Investments and InCred Capital are ultimately controlled by Mr. Bhupinder Singh.

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InCred Capital group, comprises of IGPF – I, InCred Alternative Investments (including affiliates under all funds managed and/or advised by InCred Alternative Investments), InCred Capital (including its affiliates), and all funds which are advised and / or managed by and all entities which are controlled by Mr. Bhupinder Singh (including affiliates) ( InCred Capital Group ). IGPF – I, scheme of IAOT (acting through investment manager InCred Alternative Investments) invests in high quality private businesses across: (i) Consumer; (ii) Banking, Financial Services and Insurance ( BFSI ); (iii) Technology; and (iv) Enterprise segments, taking minority stakes in growing as well as late-stage businesses.

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AI Lenarco is a special purpose vehicle, which is a Cyprus-based investment holding company of Advent International group. It has business presence in India only through its subsidiary viz . Manjushree. Other than its equity shareholding in Manjushree, it does not have any other affiliates which meet the Materiality Thresholds² and have direct or indirect presence in India.

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Manjushree is a portfolio company of Advent International group, a global private equity investor and is indirectly controlled and belongs to the Advent International

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2 ibid

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Combination Registration No. C-2024/12/1219

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Group. Manjushree is engaged in the business of manufacturing and sale of rigid plastics packaging ( RPP ) products. It is a one stop solution provider of rigid plastic packaging solutions with end-to-end packaging solutions ( i.e. , from design to delivery). Its packaging product portfolio can be divided into 4 broad categories viz . (i) containers, (ii) preforms, (iii) caps and closures, and (iv) pumps and dispensers. These products are made from using High Density Polyethylene ( HDPE ), Polyethylene terephthalate ( PET ) and Polypropylene ( PP) materials. It primarily caters to the following industries, viz . food products, edible oil, beverages, dairy products, pickles & spices, health drinks, sauces & condiments, lubes, agrochemicals, personal care, home care, liquor & spirits, pharmaceuticals, nutraceuticals etc.

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It is observed that there are no horizontal overlaps between the business activities/ affiliates (which meet the Materiality Thresholds) of (i) White Oak Capital Group and Manjushree; (ii) Nuvama Group and Manjushree; and (iii) InCred Capital Group (including affiliates) in India and Manjushree. However, PAG Group through one of its proposed affiliate company is engaged in the manufacturing and sale of packaging products in India. Therefore, the activities of Manjushree and one of the proposed affiliate of PAG exhibit horizontal overlaps in the broad market for production and sale of packaging products in India and its sub-segments viz. , rigid plastic products; rigid plastic packaging products for the pharmaceutical industry; rigid plastic packaging products for alco-beverages industry in India ( Alco-beverages RPP Market ); Market for manufacturing and/or sale of rigid plastic containers in India ( RPP Containers Market ); Market for manufacturing and/or sale of rigid plastic caps and closures in India ( RPP Caps and Closures Market ); Market for manufacturing and/or sale of rigid plastic containers for the pharmaceutical industry in India ( Pharmaceutical RPP Containers Market ); Market for manufacture and sale of rigid plastic caps and closures for the pharmaceutical industry in India ( Pharmaceutical RPP Caps and Closures Market ); market for manufacturing and/or sale of rigid plastic containers for Alco-beverage industry in India ( Alcobeverages RPP Container Market ); the market for manufacturing and/or sale of HDPE packaging products in India ( HDPE Market ); the market for manufacturing and/or sale of LDPE packaging products in India ( LDPE Market ); the market for

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Combination Registration No. C-2024/12/1219

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manufacturing and/or sale of PET packaging products in India ( PET Market ); and the market for manufacturing and/or sale of PP packaging products in India ( PP Market ).

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Besides the presence of horizontal overlaps as specified above, it is observed that certain PAG Entities are engaged in the manufacturing and sale of pharmaceutical products such as Active Pharmaceutical Ingredients, Finished Dosage Forms, and Contract Development and Manufacturing Organization ( CDMO ) business in India. These entities are referred to as PAG Pharma Entities. Further, one of the affiliates of White Oak Capital Group is also engaged in the CDMO business in India. On the other hand, Manjushree has a miniscule business presence in the rigid plastic packaging market for pharmaceutical industry. As such, vertical linkage arises from the presence Manjushree in the upstream market for production and sale of rigid plastic packaging products for the pharmaceutical industry in India; and the presence of PAG Pharma Entities and an affiliate of White Oak Capital Group in the downstream market manufacturing and sale of pharmaceutical products in India.

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The Commission decides to keep the precise delineation of the relevant market open, as it was observed that because of the reasons stated in the subsequent paragraph, the Proposed Combination is not likely to result in appreciable adverse effect on competition, irrespective of the manner in which the relevant market is delineated.

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It is noted that the combined market shares of Manjushree and one of the proposed affiliate of PAG in the market for production and sale of packaging products in India and its various sub-segments as provided supra i.e. rigid plastic products, RPP Containers Market, RPP Caps and Closures Market, Pharmaceutical RPP Containers Market, Alco-beverages RPP Market; HDPE market, LDPE market and PP market are in the range of [0-5] % with the incremental market share being less than 1%. In the market for production and sale of rigid plastic packaging products for the pharmaceutical industry, Pharmaceutical RPP Caps and Closures Market and PET market (volume terms) the combined market share is in the range of [5-10] % with incremental market share of less than 1%. In the Alco-beverages RPP Container Market the combined market share is in the range of [10-15] % with a miniscule increment of less than 1%. Further, there are other players present in each of the

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Combination Registration No. C-2024/12/1219

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above-mentioned market segments. With regard to the vertical linkages, the Commission observes that the market shares of PAG Pharma Entities and the affiliate of White Oak Capital Group in the downstream markets and Manjushree’s presence in upstream market are less than 1% respectively. Given their miniscule presence, none of these entities possess the ability or incentive to cause foreclosure in any of the markets.

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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.

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

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

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The Secretary is directed to communicate this order to the Acquirers, accordingly.

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1. Majesty II Pte. Ltd. 2. Nuvama Private Investments Trust 3. Ashoka India Equity Investment Trust plc 4. InCred Growth Partners Fund – I

Case brief

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1. Majesty II Pte. Ltd. 2. Nuvama Private Investments Trust 3. Ashoka India Equity Investment Trust plc 4. InCred Growth Partners Fund – I

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