1. Hector Asia Holdings II Pte. Ltd.     2. KIA EBT II Scheme 1

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Page 1 of 9 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/03/1256 01st May 2025 Notice under Section 6(2) of the Competition Act, 2002 filed by Hector Asia Holdings II Pte. Ltd. and KIA EBT II Scheme 1, an employee benefit scheme of KIA EBT Trust II 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 10th March 2025, the Competition Commission of India (Commission) received a notice, under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), filed by Hector Asia Holdings II Pte. Ltd. (Hector) and KIA EBT II Scheme 1, an employee benefit scheme of KIA EBT Trust II (EBT) [hereinafter, Hector and EBT are collectively referred to as ‘Acquirers’]. 2. The notice has been filed pursuant to Share Purchase Agreement (SPA) entered amongst Acquirers and Aceso Company Pte. Ltd. (Seller) on 23rd February 2025. 3. The proposed transaction involves acquisition of 54% diluted voting share capital in the target and sole control over HealthCare Global Enterprises Limited (HGEL / Target) Combination Registration No. C-2025/03/1256 Page 2 of 9 by the Acquirers from the Seller (hereinafter, Acquirers and the Target are collectively referred to as ‘Parties’). 4. The proposed transaction will be undertaken through the following inter- connected steps: (i) Acquisition under SPA: As per the terms of SPA, the Acquirers propose to acquire up to 54% of the diluted voting share capital in the Target from the Seller, in two tranches as stated below: a) Tranche 1: The Acquirers propose to upfront acquire 51% of the Diluted Voting Share Capital1 in the Target from the Seller. Post completion of this acquisition, the Seller will be reclassified as a public shareholder of the Target and Hector will be in sole control of the Target. b) Tranche 2: Post closing of the Tranche 1 acquisition and the Open Offer, if the aggregate shareholding of the Acquirers in the Target is less than 54% of the Diluted Voting Share Capital of the Target, only then the Acquirers propose to acquire an additional shareholding of up to 3% of the Diluted Voting Share Capital in the Target from the Seller, such that the aggregate shareholding of the Acquirers in the Target reaches 54% of the Diluted Voting Share Capital of the Target. The precise shareholding to be acquired in Tranche 2 is contingent on the actual tendering of shares as part of the Open Offer process. (ii) Open Offer: Basis the above, post completion of Tranche 1, the Acquirers will hold 51% shareholding in the Target. Post completion of the Open Offer, depending on tendering of shares in the Open Offer, the Acquirers may hold between 54% of the Expanded Voting Share Capital (assuming tendering of less than 3% of the Expanded Voting Share Capital by the Public Shareholders in the 1 It is stated that ‘Diluted Voting Share Capital’ means the Expanded Voting Share Capital less such number of ESOPs which have been agreed to be surrendered by the relevant employee and which have been accepted by the Target, for which the Target will be making a cash payment to such employee and for which relevant approvals and consents under applicable law shall have been obtained. Combination Registration No. C-2025/03/1256 Page 3 of 9 Open Offer) to 77% of the Expanded Voting Share Capital of the Target (assuming tendering of full 26% of the Expanded Voting Share Capital by the Public Shareholders in the Open Offer). The above computation is based on the assumption that no ESOPs have been surrendered by the relevant employees, and the Target, consequently has not made any cash payment to such employees. The above transactions contemplated under the SPA (Tranche 1 and Tranche 2 acquisitions) along with the Open Offer constitutes the “Proposed Combination”. 5. It is submitted in the notice that in terms of the SPA, it is agreed that the number of shares to be purchased by EBT shall not exceed 1% (one percent) of the Diluted Voting Share Capital and Hector shall purchase all the remaining sale shares which are not purchased by EBT. 6. In addition to above, it is submitted that simultaneously with the execution of the SPA, the Acquirers, the BSA Promoter Group2 and the Target have also executed a promoter agreement recording the inter-se rights and obligations of the Acquirers and the BSA Promoter Group (Promoter Agreement) as shareholders in the Target. In terms of the Promoter Agreement, it is inter alia agreed that if pursuant to the Tranche 1 acquisition and the Open Offer, the aggregate shareholding of the Acquirers and the BSA Promoter Group in the Target exceeds 75% of the share capital of the Target, then the BSA Promoter Group shall sell such number of equity shares held by them in the Target to the public shareholders so as to ensure that the aggregate shareholding of the promoter and promoter group in the Target is less than 75% of the share capital of the Target. However, the Acquirers have sought the approval for acquisition of a maximum shareholding of 77% of the Expanded Voting Share Capital in the Target, which is the maximum shareholding that the Acquirers may acquire pursuant to the Proposed Combination. 2 BSA Promoter Group comprises the persons listed in Schedule 1 of the Promoter Agreement i.e., Ajaikumar B S, Bhagya A Ajaikumar, Anjali Ajaikumar Rossi, Aagnika Ajaikumar and Asmitha Ajaikumar Combination Registration No. C-2025/03/1256 Page 4 of 9 7. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 24th March 2025, certain information(s)/ clarification(s) was sought from the Acquirers and complete response to the same was received on 02nd April 2025. 8. Hector is a private company limited by shares incorporated under the laws of Singapore. It is a wholly-owned subsidiary of Hector Asia Holdings I Pte. Ltd., which is in turn a wholly-owned subsidiary of KKR Asia IV Fund Investments Pte. Ltd. Thus, Hector is indirectly wholly-owned by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR and Co. Inc. (KKR & Co. and together with its subsidiaries, KKR). It does not have any activities outside Singapore. 9. EBT is an employee benefit scheme of KIA EBT Trust II, a trust settled under the Indian Trusts Act, 1882. EBT Trust’s settlor is KKR India Advisors Private Limited (Settlor) (an entity affiliated to KKR) and trustee is Catalyst Trusteeship Limited. The beneficiaries of KIA EBT Trust 2 are certain employees of the Settlor, who are beneficiaries in their capacity as employees of the Settlor3 only i.e., in their capacity as KKR’s employees. It is a newly incorporated trust in India and currently does not have any business activities outside India. Further, EBT and the EBT Trust (along with the beneficiaries of EBT Trust) do not have any affiliates and investments in India. The primary purpose of EBT Trust is to provide an opportunity to the eligible employees of the Settlor or its affiliates to co-invest in identified portfolio companies with the various funds of KKR by seeking capital commitments from them. 10. KKR is a global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. 3 Employees of the Settlor who are beneficiaries of the EBT Trust are not beneficiaries of the EBT Trust in their individual capacity. Combination Registration No. C-2025/03/1256 Page 5 of 9 It is submitted that investment funds, vehicles and/or accounts advised and managed by KKR have ownership interests in various portfolio companies with revenue, assets, or subsidiaries in India such as Avendus Capital Private Limited, Hero Future Energies, Highway Concessions One Private Limited and Serentica Renewables. 11. HGEL is a publicly listed company. The Seller holds the majority shareholding (60.35%) in the Target. The BSA Promoter Group holds 10.87% shareholding in the Target and the remaining 28.78% shareholding in the Target is held by various public shareholders. As of the date of execution of the SPA, the Seller and the BSA Promoter Group collectively comprise the promoter and promoter group of the Target. HGEL is active in the business of (a) operating multi-specialty hospitals at Bhavnagar, Ahmedabad, Rajkot and Hubli and comprehensive cancer care centres across India; (b) providing cancer care services, diagnosis and treatment through nuclear medicine, radiation therapy, medical oncology and surgical oncology; (c) operating day care clinics, fertility centres, radiology and PET-CT facilities; (d) providing reproductive medicine services such as assisted reproduction, gynaecological endoscopy, fertility treatment and preservation; and (e) conducting life sciences and research and clinical testing, and diagnostics providing precision medicine solutions. 12. It is submitted in the notice that for the purposes of overlaps assessment KKR Portfolio Companies and the Target and Target Affiliates, which exceed the Materiality Thresholds4 and which have either a physical presence in India or generate revenue from India, have been considered. 13. It is stated in the notice that activities of the Target overlap in the provision of healthcare services though hospitals/clinics in India with those of one KKR Portfolio Company Baby Memorial Hospital (BMH). It is submitted that the primary business activities of the Target include Oncology services and operating multi-specialty hospitals at 4 The entities other than those in which the Parties have (a) less than 10% shareholding / voting rights, (b) no right of representation in the board of directors as a director or an observer; and (c) no right to access commercially sensitive information of the Parties (Materiality Threshold). Combination Registration No. C-2025/03/1256 Page 6 of 9 Bhavnagar, Ahmedabad, Rajkot and Hubli. Whereas BMH operates hospitals in the cities of Kozhikode (Calicut), Thodupuzha, Payyanur and Kannur where the Target and Target Affiliates do not operate any hospitals, day care centres and/or cancer care centres. Thus, the Target and Target Affiliates do not have operations in the specific cities where BMH provides its healthcare services. Accordingly, the relevant market at the broadest level may be defined as: ‘the market for provision of healthcare services through hospitals/clinics in India’ (Healthcare Services Market). 14. The Parties have submitted that the Commission has previously considered the relevant geographic market for the provision of healthcare services through hospitals/clinics and its relevant sub-segments, Primary Care Segment and the Secondary/Tertiary Care Segment based on the cities in which the parties are active and, as for the Quaternary care Segment, the Commission has considered the geographic market at pan-India level. Considering that the Target and Target Affiliates do not have operations in the specific cities where BMH provides its healthcare services, the provision of healthcare services through hospitals /clinics and its segments (i.e., Primary Care and Secondary/Tertiary Care) cannot be assessed on the basis of city-wise overlaps. Accordingly, the overlap between the Target and BMH is assessed on a Pan-India basis. More specifically, this overlap is in the Quaternary Care Segment i.e., in the provision of liver, kidney and bone marrow transplant services. Accordingly, it is submitted that the relevant market(s) may be delineated based on the overlapping procedure at the quaternary level between BMH on one hand, and Target and its affiliates on the other hand as follows: ‘market for provision of Quaternary Care services in India’ at the broad level which can be segmented into: (a) ‘market for provision of liver transplant services in India’, (b) ‘market for provision of kidney transplant services in India’, and (c) ‘market for provision of bone marrow transplant services in India’, at narrower level (collectively referred to as ‘Quaternary Care Market’). 15. Further, it is submitted that the KKR Portfolio Company i.e., BMH and the Target both provide telemedical consultation services in India. Accordingly, for the purpose of Combination Registration No. C-2025/03/1256 Page 7 of 9 assessment of the said horizontal overlap the relevant market may be defined as ‘the market for provision of tele-medical consultation services in India’ (Tele-medical Consultation Market). 16. In addition to above, it is submitted that the parties exhibit a potential vertical relationship as, on one hand, one of the KKR Portfolio Companies i.e., J.B. Chemicals & Pharmaceuticals Limited (JB Chem) is engaged in the manufacture and sale of pharmaceutical products and OTC products and another KKR Portfolio Company i.e., Healthium Medtech (Healthium) is engaged in the manufacture and sale of medical devices and, on the other hand, Target and Target Affiliates are engaged in the provision of healthcare services through hospitals/clinics in India. It is submitted that for the purposes of assessment of this potential vertical relationship, the relevant upstream market may be defined as “the market for the manufacture and sale of drugs in India, which can be segmented into (a) ‘market for manufacture and sale of pharmaceutical products in India’, (b) ‘market for manufacture and sale of medical devices in India’; and (c) ‘market for manufacture and sale of OTC products in India” (collectively referred to as ‘Upstream Markets’) while the relevant downstream market may be defined as Healthcare Services Market (Downstream Market). 17. Additionally, the Parties have also identified a potential ancillary interface/ complementary relationship between one of KKR Portfolio Companies i.e., Shri Ram General Insurance, which provides health insurance products, amongst other insurance products and the Target, which is engaged in provision of healthcare services through hospitals/clinics. It is submitted that the relevant markets for the purposes of assessment of this potential ancillary interface/ complementary relationship may be defined as ‘the market for the provision of health insurance products in India’ (Health Insurance Products Market) and Healthcare Services Market. 18. The Commission decides to leave precise delineation of the relevant market open, as it is observed that because of the reasons stated below, the Proposed Combination is not Combination Registration No. C-2025/03/1256 Page 8 of 9 likely to result in appreciable adverse effect on competition, irrespective of the manner in which the relevant market is delineated. 19. Based on the submissions of the Parties, it is noted that the combined market shares of the Acquirers and Target in the horizontally overlapping Healthcare Services Market, Quaternary Care Markets and Tele-medical Consultation Market are in the range of [0-5] % only, except the market for provision of bone marrow transplant services in India where the combined market share is in the range of [5-10]% but the incremental market share is negligible. Moreover, there are other players present in the each of the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern in any of the relevant markets. 20. Further, based on the submissions of the Parties, it is noted that there are no existing vertical or complementary relationships directly between the Acquirers vis-a-vis the Target in India. There is only one potential vertical relationship and one ancillary linkage/ complementary relationship between certain portfolio companies of the KKR and the Target and its affiliates. With respect to each of these relationships identified in the notice, it is noted that the individual market shares of the Parties in the Upstream Markets, Downstream Market, Health Insurance Products Market and Healthcare Services Market are not significant and there are other players posing competitive constraints on the Parties. Accordingly, it appears that the Proposed Combination is not likely to raise competition foreclosure concerns in any of the relevant markets identified above. 21. Considering the material on record, including the details provided in the notice and the assessment of the Combination based on the factors stated in sub-Section (4) of Section 20 of the Act, the Commission is of the opinion that the 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. Combination Registration No. C-2025/03/1256 Page 9 of 9 22. This order may stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect. 23. The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 24. The Secretary is directed to communicate to the Acquirers accordingly.