Background

On October 3, 2023, the CCI approved Kedaara Capital Fund III LLP’s (‘Acquirer’) acquisition of Lenskart Solutions Private Limited (‘Target’) from Kedaara Capital Fund II LLP (‘Seller 1’) and Kedaara Norfolk Holdings Limited (‘Seller 2’) (collectively, ‘Sellers’).^[1] The Proposed Combination envisages acquisition of 1.74% of the issued and paid-up share capital of the Target on a fully diluted basis by the Acquirer from the Sellers (‘Proposed Combination’).

Parties to Combination

Acquirer: The Acquirer is a Category II Alternative Investment Fund (‘AIF’) registered with SEBI engaged in the activity of investing in companies. It is a part of the Kedaara group. Kedaara group has investments in a variety of companies across sectors such as manufacturing, industrials, auto components, retail and wholesale trading, micro-finance, banking, non-banking financial services, logistics, packaging and health care.

Target: The Target is the ultimate holding company of the Lenskart group and is a private limited company incorporated in India. It is engaged in manufacture, wholesale, and retail sale of eyewear products, including eyeglasses, sunglasses, and eyewear accessories in India.

Relevant Markets and Overlaps

The CCI, while leaving the delineation of the relevant market open, observed that one of the portfolio entities of Acquirer group is ASG Hospital Private Limited (‘ASG’). ASG is involved in operating and running hospitals and also deals in eyewear products such as prescription eyeglasses. Thus, exhibiting horizontal overlaps with the Target in the broad market for manufacture and/or sale of eyewear products in India (‘Broad Market’). Within this Broad Market, the CCI observed that these entities exhibited overlaps in the segments of manufacture and/or sale of eyewear products in organized segments in India (‘Narrow Segment’).

Competitive Assessment

The CCI approved the Proposed Combination concluding that it would not cause an AAEC in any possible relevant markets, for the following reasons.

i.    The incremental market share in the Broad Market as well as Narrow Segment was going to be insignificant. The combined market shares of ASG and Lenskart based on value in the Broad Market and Narrow Segment was going to be between 5-10% and 25-30%, respectively; and

ii.   These markets are characterized by the presence of several players operating in the market such as Essilor India, Titan Eye+,GKB Group, Bausch and Laumb, Vision Express, Dayal Group, Lawrence and Mayo etc.

[1] Kedaara Capital Fund III LLP / Lenskart Solutions (Combination Registration No. C-2023/08/1047).