CA Plume Investments and Bequest Inc.

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2023/10/1066 26th June 2025 Notice under Section 6(2) of the Competition Act, 2002 jointly filed by CA Plume Investments and Bequest Inc. CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agarwal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Appearance: Mr. Amit Jain, Managing Director and India Head, Carlyle; Mr. Ankit Jajodia, Director, Carlyle; Mr. Samyak Daga, Vice President, Carlyle; Ms. Sravya Paturi, Vice President, Global Legal Investments, Carlyle; Mr. Rakesh Dubey, Director, Government Affairs, Carlyle; Ms. Gauri Chhabra, Partner, Trilegal; Ms. Gargi Yadav, Counsel, Trilegal; and Ms. Eesha Sheth, Senior Associate, Trilegal. Order under Section 43A of the Competition Act, 2002 1. On 23rd October 2023 the Competition Commission of India (Commission) received a notice (Notice) jointly given by CA Plume Investments (CA Plume/ Acquirer I) and Bequest Inc. (Bequest/ Acquirer II), under Section 6(2) of the Competition Act, 2002 (Act) Combination Registration No. C-2023/10/1066 read with Regulation 5A and Schedule III of the Competition Commission of India (Procedure in regard to the transactions of business relating to combinations) Regulations, 2011 (Combination Regulations), for the acquisition of up to 23.6% equity stake in Quest Global Services Pte. Ltd. (Quest Global/ Target) by the Acquirer I, approx. 9.17% equity stake in the Target by Acquirer II and buy-back (Combination) [Hereinafter, Acquirer I and Acquirer II are collectively referred to as the ‘Acquirers’]. Description of the Parties 2. Acquirer I is an investment vehicle established in Mauritius whose ultimate parent entity is the ‘Carlyle Group Inc.’. The Carlyle Group Inc. including the investment funds advised by the affiliates and portfolio entities of the Carlyle Group Inc., are collectively referred to as the ‘Acquirer Group/ Carlyle’. Acquirer I is indirectly controlled by funds managed by affiliates of Carlyle. 3. Carlyle is a global investment firm, incorporated under the laws of Delaware, headquartered in the USA. It is a global asset manager, which manages funds that invest globally across 3 investment disciplines: (i) global private equity (including corporate private equity, real estate, and natural resources funds); (ii) global credit (including liquid credit, illiquid credit, and real assets credit); and (iii) investment solutions (private equity fund of funds program, which include primary fund, secondary and related co-investment activities). With particular reference to private equity, the investment funds advised by Carlyle invest in companies with the main objective of supporting their growth, increasing their profitability and value and have demonstrated extensive experience in a wide range of industries ranging from aerospace and defence to retail, from financial services to technology and business services. 4. It has been submitted that based on the Materiality Thresholds as set out in the Notes to Form I, the Acquirer Group has sixty-five (65) investee entities that are present in India (as of 9th October 2023) (Portfolio Entities) and an Indian subsidiary i.e., Carlyle India Advisors Private Limited. Page 2 of 18 Combination Registration No. C-2023/10/1066 5. Bequest, incorporated in the Cayman Islands, is a holding entity of Target’s co-founder, Chairman and Chief Executive Officer, and existing controlling shareholder, Mr. Ajit Aravind Prabhu. Bequest does not have any business activities in India or worldwide and its sole purpose is to hold shares of the Target. By virtue of its equity stake in Target, Bequest holds an indirect economic interest in six (6) Indian subsidiaries of Target. However, Mr. Ajit Aravind Prabhu, directly or indirectly, does not have investment in any entity above the Materiality Thresholds in India, other than the Target. 6. Target is a company incorporated in Singapore engaged in the provision of engineering and research & development (ER&D) services to design and develop products such as aircraft, aircraft engines, automotive cars, gas turbines, X-ray machines, etc. Its major customers include Airbus, Rolls Royce, Schneider, Hitachi, Alstom, Daimler, BMW, Renault Ford etc. 7. Target’s business falls within the ER&D services segment, and its primary focus is to provide engineering services for products and services across the product lifecycle to its customers. Target’s focus is on helping its customers develop new products, sustenance and maintenance of existing products, re-engineer products, extend the life of legacy products through localization and globalization initiatives, and product deployment and post- deployment support. The services provided by Target, worldwide and in India, encompass technologies ranging from mechanical engineering, silicon engineering, embedded systems engineering, platform and application engineering, data engineering and analytics, and digital and cloud applications using next-generation technologies. Target primarily provides the following ER&D services: (a) Embedded & software engineering: Target’s embedded and software engineering services help clients create innovative connected devices, smart edge systems, and solutions at a quicker pace and lower costs. (b) Mechanical engineering: Target’s mechanical engineering services support new product development. Page 3 of 18 Combination Registration No. C-2023/10/1066 (c) Silicon engineering: Target partners with semiconductor/system companies to deliver hardware and software design services and solutions in an efficient manner through its silicon engineering services. (d) Digital engineering: Target helps original equipment manufacturers (OEMs) integrate and automate design systems for seamless data exchange across product development lifecycles through its digital engineering offerings. The digital engineering services provided by Target relate to the engineering of products and are intended to make machines smarter and more efficient. It involves the usage of digital technology to design, create, and operate physical systems and products. (e) Operations and supply management: Target develops innovative supply chain solutions, fusing global networks and depth of expertise with pioneering digital innovations through its operations and supply chain services. 8. The Acquirers submitted that the Combination will not result in any overlaps between the Acquirers on the one hand and the Target on the other. As such, there are no horizontal, vertical, or complementary overlaps between the activities undertaken by the Acquirers (including their portfolio entities) and the Target (including their portfolio entities). Accordingly, the Combination falls under the category of combinations mentioned in Schedule III of the Combination Regulations and is eligible for deemed approval under the Green Channel Route. In this regard, as per Notice, the Target also confirmed that there are no overlapping products or services offered by the Acquirers (including their Portfolio Entities) in India vis-à-vis the Target. Therefore, the Combination will not cause any foreclosure effects in any market in India. Issue of Letter for Clarifications 9. The Commission in its meeting held on 19th March 2024, considered the submissions of the Acquirers as provided in the Notice and inter alia observed the following regarding the Combination: Page 4 of 18 Combination Registration No. C-2023/10/1066 (i) The activities of certain affiliates of the Acquirer I appear to be exhibiting horizontal overlaps with the activities of the Target; (ii) Information in relation to vertical linkages/ overlaps provided in the Notice is not complete in order to negate the possibility that there is no vertical linkage/ overlap. 10. Accordingly, the Commission vide its letter dated 26th March 2024 had sought the clarifications from the Acquirers. The Acquirers vide submission dated 5th April 2024 furnished their response (Response to Clarifications). Response to Clarifications 11. Based on the submissions of Acquirers, it appeared that there are no horizontal overlaps between products/ services of the Acquirers including their affiliates and those of Target including its affiliates. However, from the description of products/ services as provided through aforementioned response, it appeared that the products/ services of the Acquirers including their affiliates and those of the Target and its affiliates may have vertical or complementary interface/overlaps. Issue of SCN 12. The Commission considered the matter in its meeting held on 30th April 2024 and prima facie observed that the activities of Acquirers including their affiliates and those of the Target and its affiliates exhibited certain vertical or complementary interface/ overlaps. Thereby, the Combination did not appear to fall under Schedule III of the Combination Regulations. 13. Accordingly, the Commission passed an order dated 30th April 2024 (SCN) directing the Acquirers to show cause in writing within 15 days of receipt of the notice as to why: (i) the notice should not be found void ab initio in terms of first proviso to Regulation 5A (2) of the Combination Regulations and the Acquirers should not be held in contravention of the