Approval of Acquisition by Jongsong Investments and IC Singapore · C-2025/08/1313

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/08/1313

7th October 2025

Notice under Section 6(2) of the Competition Act, 2002 jointly given by Jongsong Investments Pte. Ltd. and Ivanhoe Cambridge Singapore Investments II Pte. Ltd.

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 4th August 2025, the Competition Commission of India (Commission) received a notice (Notice) under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) jointly given by Jongsong Investments Pte. Ltd. (Jongsong) and Ivanhoe Cambridge Singapore Investments II Pte. Ltd. (IC Singapore) [hereinafter, Jongsong and IC Singapore are collectively referred to as ‘Acquirers’]. The Notice was filed pursuant to the execution of the Framework Agreement dated 17th June 2025, entered into amongst Mapletree India Holdings Pte. Ltd. (Mapletree India), Quad Assets India Holding Pte. Ltd. (Quad Assets), IC Singapore, Jongsong, Adamas Asset Holdings Pte. Ltd. (AHPL), RGIP Holdings Pte. Ltd. (RHPL), Vikhroli Holdings Pte. Ltd. (VHPL) and Airoli Holdings Pte. Ltd. (AIHPL) and the Framework Agreement dated 17th June 2025 entered into amongst Mapletree Bangalore Holdings Pte. Ltd. (Mapletree Bangalore), Jongsong, IC Singapore, Bangalore Asset 2 Pte. Ltd. and Bangalore Asset 3 Pte. Ltd. [hereinafter, AHPL, RHPL, VHPL and AIHPL are collectively referred to as the ‘Proposed Transaction 1 Targets’; Bangalore Asset 2 Pte. Ltd. and Bangalore Asset 3 Pte. Ltd. are collectively referred to as the ‘Proposed Transaction 2 Targets’; and Acquirers, Proposed Transaction 1 Targets and Proposed Transaction 2 Targets are collectively referred to as the ‘Parties’].

2. The Proposed Combination envisages the following:
   Proposed Transaction 1: Jongsong’s acquisition of 20% of the equity share capital of each of the Proposed Transaction 1 Targets.
   Proposed Transaction 2: IC Singapore’s acquisition of 40% and Jongsong’s acquisition of 20% of the equity share capital of each of the Proposed Transaction 2 Targets.
   It is submitted that these transactions will be carried out by way of a subscription of new securities and/or an acquisition of existing securities from the existing shareholder(s).

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 18th August 2025, certain information and clarifications were sought from the Acquirers. The Acquirers submitted the response dated 5th September 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 18th September 2025, and the response dated 25th September 2025 was furnished by the Acquirers. The Acquirers also made certain voluntary submissions vide emails dated 30th September 2025 and 1st October 2025.

4. Jongsong, an investment holding company incorporated in Singapore, is not engaged in any business activities other than holding investments. It is an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited (Temasek), which is an investment company headquartered in Singapore.

5. IC Singapore is an entity incorporated in Singapore and is a wholly-owned indirect subsidiary of Ivanhoe Cambridge Inc. (IC). In India, IC Singapore does not directly or indirectly hold any assets other than the investments in the Proposed Transaction 1 Targets. IC develops and invests in real estate properties, projects, and companies located in cities across the globe. IC is the real estate subsidiary of Caisse de dépôt et placement du Québec (CDPQ), a Canadian institutional fund manager. Since June 2025, CDPQ has been operating as “La Caisse”.

6. La Caisse is an investment firm headquartered in Quebec City, Quebec, Canada. La Caisse is a global investment group that manages funds of its depositors, primarily public and para-public pension and insurance plans from Québec. All the investments in the real estate sector (including commercial real estate) are made by IC Inc., which is a wholly owned subsidiary of La Caisse.

7. Proposed Transaction 1 Targets are private limited companies incorporated in Singapore, primarily engaged in investment holding activities. Their entire shareholding is presently held by Mapletree India, Quad Assets, and IC Singapore. The primary activities of the subsidiaries of Proposed Transaction 1 Targets are in the business of commercial real estate in various cities in India.

8. Proposed Transaction 2 Targets are entities incorporated in Singapore and own the underlying assets comprising IT parks and office spaces in India. These entities are currently wholly owned by Mapletree Bangalore. At present, they do not have business operations in India.

9. It is submitted that the activities of certain affiliates of Jongsong/Temasek and the targets overlap in the business segments for commercial real estate. Based on the location of projects of the affiliates of Jongsong/Temasek and the targets, it is noted that at present, horizontal overlaps exist between them in the cities of Bengaluru and Chennai. Further, based on pipeline projects, these entities exhibit overlaps in the cities of Pune and the Mumbai Metropolitan Region.

10. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India.

11. Based on the submissions of the Acquirers, the Commission noted that the combined market share of the parties in terms of both volume and value in the provision of commercial real estate in Bengaluru and Chennai is in the range of [0-5]% and [5-10]%, respectively. Further, the combined market share of the parties in terms of volume in the provision of commercial real estate in the Mumbai Metropolitan Region and Pune is in the range of [0-5]% and [5-10]%, respectively. Moreover, the incremental market share because of the Proposed Combination is in the range of [0-5]% in the provision of commercial real estate in each of the aforesaid cities.

12. 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.

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

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

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