L Catterton India Fund — Combination C-2025/12/1361

Notice under Section 6(2) of the Competition Act, 2002 given by L Catterton India Fund.

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 26th December 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 L Catterton India Fund (LCAT/Acquirer). The Notice was filed pursuant to inter alia execution of the – (a) Share Purchase Agreement executed on 18th December 2025 (SPA); (b) Deed of accession executed inter-alia between the Acquirer and Haldiram Snacks Food Private Limited (Haldiram/Target) on 18th December 2025 (Deed of Accession); and (c) an Advisory Agreement [hereinafter, the Acquirer and the Target are collectively referred to as “Parties”).

2. The Proposed Combination entails an acquisition of certain shareholding by the Acquirer in the Target. The Acquirer and the Target also intend to enter into an advisory

Combination Registration No. C-2025/12/1361 agreement, by way of which L Catterton Mumbai Advisory Services Private Limited (Advisor)1 will receive commercially sensitive information of the Target, and may advise the Target on strategy, talent and performance (Proposed Combination).

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 08th January 2026 certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirer. The response to the same was furnished by the Acquirer vide letter dated 15th January 2025.

4. The Acquirer is stated to be a scheme of L Catterton India Trust, a Category II Alternate Investment Fund (AIF), which is registered with the Securities and Exchange Board of India (SEBI). The Acquirer is an investment fund managed by its Investment Manager, [the Advisor], which is inter-alia responsible for the operations and management of the Acquirer including the allocation of funds in line with the investment strategy. The Advisor is indirectly wholly owned by L Catterton Management Limited.

5. The Acquirer is focused on making investments in India and has the following investment advisors/sub-advisors/investment managers/trustees:

i. L Catterton Mumbai Advisory Services Private Limited is the investment manager of the Acquirer. ii. L Catterton India Sponsor LLP is the sponsor of the Acquirer, and provides the capital for the Acquirer’s operations and growth. iii. Orbis Trusteeship Services Private Limited is the trustee of the Acquirer, that ensures that the assets of the Acquirer are held for the exclusive benefit of its unitholders.

1 L Catterton Mumbai Advisory Services Private Limited has been referred to as the ‘Advisor’ to the Target.

Combination Registration No. C-2025/12/1361

6. The Target incorporated in 2022 as a wholly owned subsidiary of Haldiram Snacks Private Limited (HSPL) including its affiliates (Target Group) houses the fast-moving consumer businesses of HSPL and Haldiram Foods International Private Limited (HFIPL). The Target Group is primarily engaged in the manufacture and sale of packaged food products in India such as snacks, sweets, ready to-eat products, dairy products, bakery products, chocolates, and non-carbonated ready-to-drink beverages. The Target Group sells the above products through a network of distributors/stockists to end-customers through various sales channels such as e-commerce platforms, quick commerce platforms, retail ‘kirana’ stores, etc.

7. It is submitted that for the purpose of overlap assessment, the Parties have considered the activities of Acquirer (including its affiliates) and Target Group. Accordingly, horizontal overlaps are identified between the activities of Parties in the “market for manufacture and sale of packaged foods in India”( Packaged Foods Market), that may be further segmented into: (a)“market for manufacture and sale of chocolates in India” (Chocolates Market)” and (b) “market for manufacture and sale of snacks in India” (Snacks Market) and its narrower segments of - (a) “market for manufacture and sale of salted snacks in India” (Salted Snacks Market); and (b) “market for manufacture and sale of non-salted snacks in India.” (Non-Salted Snacks Market) [the Packaged Foods Market, Snacks Market, Salted Snacks Market, Non-Salted Snacks Market and Chocolates Market together are referred to as “Relevant Markets”]. Further, based on the submissions of the Acquirer, there are no vertical linkages between the business operations of the Parties.

8. The Commission decided to leave the exact 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.

9. Based on the submissions of the Acquirer, the Commission noted that the incremental market share of the Parties (including their affiliates) in the broad Packaged Foods

Combination Registration No. C-2025/12/1361

Market and its narrow segments/sub-segments as well as in their respective organised segments is not such as to cause any competition concerns. Thus, considering the presence of the Parties and the overall competition landscape in each of the aforesaid market segments, it does not appear plausible that the Proposed Combination raise concerns of AAEC in any of the aforesaid markets.

10. 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.

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

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

13. The Secretary is directed to communicate to the Acquirer accordingly.