NewQuest Asia Fund IV (Singapore) Pte. Ltd.

Page 1 of 8 COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2023/12/1098) 6th February 2024 Notice under Section 6(2) of the Competition Act, 2002 given by NewQuest Asia Fund IV (Singapore) Pte. Ltd. CORAM: Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 28th December 2023, the Competition Commission of India (‘Commission’) received a Notice under Section 6(2) of the Competition Act, 2002 (‘Act’) given by NewQuest Asia Fund IV (Singapore) Pte. Ltd. (Acquirer/TPG NQ). The Notice was filed pursuant to the execution of inter alia (i) Share Purchase Agreement dated 26th September 2023 (SPA) between TPG NQ and Eight Roads Investments Mauritius II Limited (Eight Roads), (ii) Share Subscription Agreement dated 26th September 2023 (SSA) by and amongst TPG NQ, Shadowfax Technologies Private Limited (Target/ SFX), Abhishek Bansal, and Vaibhav Khandelwal, and (iii) Shareholders’ Agreement dated 26th September 2023 (SHA) by and amongst TPG NQ, SFX, Abhishek Bansal, Vaibhav Khandelwal, Nokia Growth Partners IV, LP, Qualcomm Asia Pacific Pte. Ltd., Qualcomm Ventures LLC, Mirae Asset Naver New Growth Fund I, Mirae Asset - GS Retail New Growth Fund I, Mirae Asset - Naver Asia Growth Investment Pte. Ltd, Mirae Asset Late Stage Opportunities Fund, Eight Roads, International Finance Corporation, Flipkart Internet Private Ltd (FK), Trifecta Venture Debt Fund – II, Combination Registration No. C-2023/12/1098 Page 2 of 8 Trifecta Venture Debt Fund – III, Kunal Bahl, Rohit Kumar Bansal, Prashant Malik, and Shruti. 2. The Proposed Combination envisages the acquisition of ~13.24% shareholding (on a fully diluted basis) by TPG NQ in SFX by way of (a) a primary subscription and (b) a secondary acquisition from Eight Roads and certain other shareholders of SFX, along with certain rights, including the right to appoint an observer, a non-executive director, and certain information rights. 3. The Proposed Combination was earlier notified to the Commission in Form I on 29th September 2023 vide Combination Registration No. C-2023/09/1056 (Earlier Notice). Vide letters dated 20th October 2023 and 9th November 2023, issued under Regulation 14(3) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (‘Combination Regulations’), the Acquirer was required to furnish the requisite information. The Acquirer submitted its responses on 30th October 2023 and 16th November 2023, respectively. However, the Commission, inter alia, observed that the information provided in the Earlier Notice and responses may not be sufficient to carry out comprehensive analysis, in absence of which, there may be a possibility of an incorrect assessment. It was further noted that the notice had been filed in Form I, and not in Form II, although the combined market shares of the parties in one of the plausible markets identified in the notice could be more than 15 percent after the proposed combination. As per the Regulation 5(3) of the Combination Regulations, notice should preferably have been filed in Form II, to facilitate a detailed competition assessment for determining any likelihood of a proposed combination leading to an appreciable adverse effect on competition in any of the relevant markets that may be impacted by the proposed combination. Accordingly, vide Order dated 29th November 2023, the Commission directed the Acquirer to file a fresh notice in Form II in terms of Regulation 5(5) of the Combination Regulations. In accordance with the directions of the Commission, the Acquirer filed the present Notice. Combination Registration No. C-2023/12/1098 Page 3 of 8 4. In terms of Regulation 14 of the Combination Regulations, the Acquirer was required to provide certain information(s)/clarification(s) relating to the Proposed Combination vide the letter dated 11th January 2024. The response was filed by the Acquirer on 15th January 2024. Parties 5. The Acquirer/TPG NQ is part of a closed private equity fund, managed by TPG NewQuest (formerly known as NewQuest Capital Partners). TPG Inc. (TPG) is the ultimate holding company of the TPG group, to which TPG NQ belongs. TPG NewQuest manages a diversified portfolio of private equity investments across the Asia-Pacific Region, currently managing five funds across five offices in Singapore, Hong Kong, Beijing, Shenzhen, and Mumbai. These include both direct investments that are held and managed by the TPG NewQuest team as well as indirect exposures to companies through fund investments. Portfolio companies operate in a wide range of sectors, with a focus on five core sectors: business services, consumer, financial services, healthcare, and technology, media and telecom (i.e. TMT). TPG including its subsidiaries and affiliates are collectively referred to as the TPG/Acquirer Group. 6. The Target is a crowd-sourced, tech-enabled logistics platform. It has over 3 million delivery partners registered on its platform, serving a diverse set of 200+ enterprise customers across the hyperlocal (deliveries within 30 minutes to 6 hours) and e- commerce (intercity deliveries) segments. Hereinafter, Acquirer/Acquirer Group and Target are collectively referred to as Parties. Competition Assessment 7. Having due consideration to the activities of the Target, which is primarily operating as a third-party logistics service provider, certain affiliate entities of the Acquirer Group in India, meeting the materiality thresholds, become relevant for the purposes of assessment of the Proposed Combination. Busybees Logistics Solutions Private Combination Registration No. C-2023/12/1098 Page 4 of 8 Limited (Xpressbees), a portfolio company of the Acquirer Group in which the Acquirer Group holds 6.5% of shareholding, is engaged in the business of providing logistics and delivery solution services. It is largely earning revenue from supply of express parcel shipping services/e-commerce third-party logistics (3PL) services. Nimbuspost Private Limited (Nimbuspost), a wholly-owned subsidiary of Xpressbees, and its subsidiary Monster Wholesale Private Limited (Monster)1, is engaged in providing tech enabled online logistics aggregation services. Further, another set of Acquirer Group’s affiliate entities: (i) FirstCry; (ii) Cashify; (iii) Livspace; (iv) Reliance Retail; and (v) API Holdings Limited (API) are engaged in online B2B and B2C e-commerce and avail the services of logistic service providers for delivering products to customers/end-consumers. 8. ‘Logistics’ essentially refers to transportation and handling of goods between points of production and consumption (i.e. from the producer to the end-consumer/user). Overall logistics services comprise of the entire range of services offered to transport and handling of a commodity from one point to another. These services also include other value-added and allied services such as warehousing, inventory management, order packing and processing, customs clearance, documentation etc. When outsourced to third-parties, such services are referred to third-party logistics or 3PL services. Third- Party e-commerce logistics (i.e. 3PL services for e- commerce) entail the complete outsourcing of activities associated with the shipping and fulfilment of a commodity order by an e-commerce platform to the 3PL service provider. Once a consumer/business user places an order using an e-commerce platform, the 3PL service provider performs the entire function starting from picking up the order from the seller and delivering it to the buyer. Online logistics aggregation services refer to an online platform that essentially connects the logistics service providers to entities engaged in B2B / B2C sales operating across different business models and sectors, who want to use such logistics services. 1 It has been clarified that presently only Nimbuspost is operational while its subsidiary, Monster, generates almost negligible revenue.