Disposed

1. Alpha Wave Ventures II Lp 2. Alpha Wave Ihc Ci, Lp

CCI24 Jun 2025C-2025/04/1276

Case brief

AI extract

What is this about?

The Competition Commission of India approved a proposed combination involving the acquisition of 6% equity in Haldiram Snacks Food Private Limited by Alpha Wave entities. The Commission found negligible horizontal market shares and no foreclosure concerns from vertical linkages, concluding no appreciable adverse effect on competition.

What did the court decide?

The Proposed Combination was approved under Section 31(1) of the Act. Information provided is treated as confidential under Section 57.

1. Alpha Wave Ventures II Lp 2. Alpha Wave Ihc Ci, Lp — Company and Corporate | CCI (2025)

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24^th June 2025

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COMPETITION COMMISSION OF INDIA

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Combination Registration No. C-2025/04/1276

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Notice under Section 6(2) of the Competition Act, 2002 jointly given by Alpha Wave Ventures II LP and Alpha Wave IHC CI, LP

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

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On 21^st April 2025, the Competition Commission of India ( Commission ) received a notice ( Notice ) under sub-section (2) of Section 6 of the Competition Act, 2002 ( Act ), jointly given by Alpha Wave Ventures II LP ( Acquirer 1 ) and Alpha Wave IHC CI, LP ( Acquirer 2 ) (hereinafter, collectively referred to as ‘ Acquirers ’). The Notice was filed pursuant to the execution of (a) Share Purchase Agreement dated 30^th March 2025 amongst Acquirer 1, International Holdings Company P.J.S.C. ( IHC ), Haldiram Snacks Food Private Limited ( HSFPL/Target ), and promoters of HSFPL, and (b) Amended and Restated Shareholders’ Agreement dated 30^th March 2025, inter alios, amongst Acquirer 1, IHC, HSFPL, and promoters of HSFPL [hereinafter, Acquirers and Target are collectively referred to as the ‘ Parties ’].

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Page 1 of 5

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Combination Registration No. C-2025/04/1276

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The Proposed Combination envisages the acquisition of 6% of the issued and paid-up equity share capital of Target on a fully diluted basis by the Acquirers from certain promoters of the Target.

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 2^nd May 2025, certain information and clarifications were sought from the Acquirers. The Acquirers submitted the response vide communication dated 16^th May 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 28^th May 2025, and the response dated 4^th June 2025 was furnished by the Acquirers. The Acquirers also submitted certain voluntary submissions vide email dated 13^th June 2025.

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Acquirer 1 is the flagship global private equity fund managed by Alpha Wave Ventures GP ( AWV GP ), a 50:50 joint venture between Alpha Wave Global, LP ( Alpha Wave Global ) and Lunate Holding RSC Ltd ( Lunate Holding ). Acquirer 2 is a private equity fund managed by AWV GP. Alpha Wave Global is indirectly solely controlled by Mr. Richard Gerson, Mr. Navroz Udwadia, and Mr. Ryan Khoury (hereinafter, collectively referred to as ‘ AW Individuals ’).

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Lunate Holding is a firm incorporated in Abu Dhabi Global Market ( ADGM ) as a restricted scope company. Lunate Holding is a subsidiary of Chimera Investment LLC ( Chimera Investment ). Chimera Investment is controlled by IHC, which is a part of Abu Dhabi’s Royal Group, a family office of the Abu Dhabi royal family.

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The Target is a newly incorporated company and is 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 fastmoving consumer goods ( FMCG ) businesses of HSPL and Haldiram Foods International Private Limited ( HFIPL ), and Target’s shareholding will be jointly held by shareholders of 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

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Page 2 of 5

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Combination Registration No. C-2025/04/1276

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and sale of packaged food products in India, such as snacks, sweets, ready-to-eat ( RTE ) products, dairy products, bakery products, chocolates, and non-carbonated ready-todrink ( RTD ) beverages.

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It is submitted in the Notice that certain affiliates of AW Individuals (through controlled funds) (hereinafter referred to as ‘ Alpha Portfolio Companies ’) and the Target Group exhibit horizontal overlaps in their business activities pertaining to the manufacture and sale of packaged foods in India ( Packaged Foods Market ). The Parties have submitted that within the broad Packaged Foods Market, at a narrower segment level, they exhibit overlaps in the manufacture and sale of:

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a. snacks (including salted snacks and non-salted snacks sub-segments),

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b. RTE products,

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c. bakery products,

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d. chocolates, and

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e. RTD beverages.

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It is submitted in the Notice that an affiliate of IHC/Chimera Investment and the Target Group also exhibit horizontal overlaps in their business activities pertaining to the Packaged Foods Market. The Parties have submitted that within the broad Packaged Foods Market, at a narrower segment level, they exhibit overlaps in the manufacture and sale of:

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a. snacks (including salted snacks and non-salted snacks sub-segments),

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b. RTE products,

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c. sweets (including other sweets sub-segment), and

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d. RTD beverages.

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Further, it is submitted in the Notice that Target Group’s business activities in Packaged Foods Markets exhibits potential vertical overlaps/linkages with Alpha Portfolio Companies present in the market for (a) wholesale/B2B supply of food ingredients, (b) wholesale sale and distribution of packaged food products, and (c) food services, in India.

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Page 3 of 5

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Combination Registration No. C-2025/04/1276

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Similarly, Target Group’s business activities in Packaged Foods Markets exhibit potential vertical overlaps/linkages with Chimera Investment’s affiliate present in the market for retail sale of packaged food products in India.

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Additionally, Target Group’s presence in the provision of contract manufacturing services of packaged food products exhibits potential vertical overlaps/linkages with Alpha Portfolio Companies, as well as an affiliate of Chimera Investment, which are present in the Packaged Foods Market.

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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.

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With regards to the horizontal overlaps, based on the submissions of the Acquirers, the Commission noted that the incremental market shares of the Parties (including their affiliates) in the broad Packaged Foods Market and its narrow segments/sub-segments, as well as in their respective organised segments, are very negligible.

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With regard to vertical overlaps/linkages, the Commission noted that these linkages are not such as to cause foreclosure-related concerns in any market/segment.

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

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Combination Registration No. C-2025/04/1276

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The information provided by the 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 to the Acquirers accordingly.

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1. Alpha Wave Ventures II Lp 2. Alpha Wave Ihc Ci, Lp

Case brief

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1. Alpha Wave Ventures II Lp 2. Alpha Wave Ihc Ci, Lp

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