1. Infinity Partners 2. Aqua Investments Limited 3. Atreides Investments B. V. — Combination C-2025/07/1298

Notice under Section 6(2) of the Competition Act, 2002 given by Infinity Partners, Atreides Investments B. V. and Aqua Investments 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 July 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Infinity Partners (Infinity), Atreides Investments B.V. (Atreides) and Aqua Investments Limited (Aqua) [Hereinafter, collectively referred to as the ‘Acquirers’/‘Notifying Parties’].

2. The Notice was filed pursuant to the Share Purchase Agreement dated 27th June 2025 executed amongst the Acquirers, Theobroma Foods Private Limited (Theobroma/Target), Promoter Sellers, IDBI Trusteeship Services Limited (as the trustee of India Advantage Fund S4 I), Dynamic India Fund S4 US I and Mr. Rishi Gour and the Shareholder’s Agreement dated 27th June 2025.

Combination Registration Number: C-2025/07/1298

3. The Proposed Combination envisages secondary acquisition by the Acquirers, collectively, of equity shares comprising approximately 84% (on a fully diluted basis) of the shareholding and voting rights in Theobroma, by way of purchase of equity shares from the existing shareholders of Theobroma.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 21st July 2025 certain information and clarifications were sought from the Acquirers. The response to this letter was submitted by the Notifying Parties on 24th July 2025 (Response), followed by a voluntary submission on 31st July 2025.

5. Infinity is a partnership firm formed under the laws of India. The partners of Infinity are either: (a) partners or employees of ChrysCapital Advisors, LLP; or (b) full-time consultants of ChrysCapital IX, LLC (CC IX) or their Affiliates. ChrysCapital Advisors, LLP and Infinity are part of ‘ChrysCapital’, which is a private equity group with a capital pool of more that USD 7 billion (across ten funds).

6. Aqua is a wholly owned subsidiary of Clay Investments Limited (Clay). Aqua was incorporated in the Republic of Mauritius as a private company with limited liability. Aqua is an investment vehicle and does not provide any products or services in India.

7. The ultimate controlling entity of Aqua is CC IX. CC IX is a private equity fund, registered in Mauritius, which is set up by ChrysCapital which includes various entities owned and controlled by the ultimate beneficial owners of the existing/ active funds of ChrysCapital. CC IX is the ninth fund of ChrysCapital. The ChrysCapital funds make investments in sectors such as business services, consumer goods and services (including ancillary services), financial services, healthcare and pharmaceuticals.

8. Atreides is incorporated in the Netherlands and is a wholly owned subsidiary of Defati Investments Holding B. V. (Defati). Defati invests alongside CC IX. Defati is managed

Combination Registration Number: C-2025/07/1298 and controlled by the investment manager of CC IX. As such, the Acquirers belong to the ChrysCapital group of entities.

9. Theobroma, incorporated in India, is engaged in the business of manufacture and sale of bakery and confectionery products, food and beverages through its patisseries and stores present in over 30 cities in India. It is also present through its online platform and other online sales channels. Theobroma has no business activities outside of India.

10. The Commission noted that there are no horizontal overlaps between the products/services of the affiliates of ChrysCapital and those of Theobroma. However, an affiliate of ChrysCapital, namely Busybees Logistics Solutions Private Limited (Busybees), is engaged in the business of providing logistics and delivery solution services including express parcel shipping services, B2B part truck load and full truck load freight services, cross border logistics and third-party logistics/contract logistics. Theobroma, on the other hand, sells its products through its online platform. Therefore, the activities of Busybees and Theobroma exhibit a potential vertical relationship. In this regard, the Commission observes that in the upstream market for third party logistics services in India and downstream market for provision of food services in India, Busybees and Theobroma have a market share of less than 1%, respectively.

11. 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.

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

Combination Registration Number: C-2025/07/1298

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

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