Approval of Acquisition of Shares in Curefit Healthcare Private Limited by MacRitchie Investments Pte. Ltd.

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/01/1370

10th March 2026

Notice under Section 6(2) of the Competition Act, 2002 given by MacRitchie Investments 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 19th January 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by MacRitchie Investments Pte. Ltd. (Acquirer). The Notice was filed pursuant to the execution of a Subscription Agreement dated 19th December 2025 entered into amongst, inter alia, the Acquirer and the Curefit Healthcare Private Limited (Target) [hereinafter, the Acquirer and the Target collectively referred to as ‘Parties’].

2. The Proposed Combination envisages the issuance of certain compulsorily convertible preference shares by the Target to the Acquirer. As per the Notice, the Acquirer sought approval for the proposed issuance of subscription securities in the Target, representing approximately 10.71% of the Target’s equity shareholding (on a fully diluted basis, at the agreed floor valuation). Subsequently, the Acquirer submitted that its shareholding in the Target for the proposed issuance of these subscription securities will be between 2% and 25% approximately, as per the conversion valuation contemplated in the binding transaction documents. Further, it is submitted that the Acquirer presently holds less than 10% of the shareholding in the Target (on a fully diluted basis).

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 2nd February 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 9th February 2026. Since the response was not complete, another letter was issued on 17th February 2026, and the response dated 20th February 2026 was furnished by the Acquirer. The Acquirer also made certain voluntary submissions vide email dated 24th February 2026 regarding intimation of change to the scope of the Proposed Combination.

4. The Acquirer is an indirect wholly owned subsidiary of Temasek Holdings (Private) Limited (Temasek). The Acquirer is an investment holding company and does not have any business operations other than holding investments. Temasek is an investment company incorporated in Singapore in 1974. Its portfolio covers a broad spectrum of industries, including transportation and industrials, financial services, telecommunications, media and technology, consumer and real estate, and life sciences and agricultural food.

5. The Target, a company of the ‘Curefit Healthcare Group’, is engaged in activities such as development of IT-enabled technologies and intellectual property, which in turn also support the operations of the Curefit Healthcare Group. Apart from its own activities, the Target (through its affiliates) primarily has a presence in the fitness sector and is engaged in, inter alia, the sale of fitness management programmes, subscription to fitness centres, operation and franchising of fitness centres, and sale of fitness apparel, footwear, and accessories (AFA) in India.

6. With regard to horizontal overlaps, it is submitted that both the Acquirer (through its affiliate - HealthifyMe Wellness Private Limited (HealthifyMe)) and the Target (through its affiliate - Cultsport Private Limited) are present in the broad market for the sale of AFA and fitness centre and fitness management programmes, in India. With regards to the broad market for the sale of AFA, the Acquirer has considered a narrow segment for the sale of fitness AFA, and further, a sub-segment for the sale of fitness accessories. With regards to the broad market for fitness centres and fitness management programmes, the Acquirer has considered a narrow segment for the sale of fitness management programmes. It is also submitted that HealthifyMe has only an online presence in these markets.

7. With regard to vertical overlaps, it is submitted that Target, through its direct investment in Healthface Private Limited (Healthface), facilitates access to diagnostic services. On the other hand, certain affiliates of Temasek (namely, API Holdings Limited and Manipal Health Enterprises Limited) either directly or through their affiliates, offer diagnostic services to end consumers. Based on the Acquirer’s submissions, the Commission observed that the presence of Healthface in India is insignificant to raise any foreclosure concerns.

8. 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.

9. Based on the submissions of the Acquirer, the Commission noted that the combined market share of the Parties in the sale of AFA and fitness centre and fitness management programmes, as well as their segments/sub-segments, is in the range of [0-5]%.

10. 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.

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

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

13. The Secretary is directed to communicate to the Acquirer accordingly.