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

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.