1. Kids Clinic India Limited 2. Arvon Investments Pte. Ltd. 3. Apollo Health & Lifestyle Limited — Combination C-2026/06/1436

Notice under Section 6(2) of the Competition Act, 2002 given by Kids Clinic India Limited, Arvon Investments Pte. Ltd. and Apollo Health and Lifestyle Limited.

CORAM:

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 23rd June 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Kids Clinic India Limited (KCIL), Arvon Investments Pte. Ltd. (Arvon) and Apollo Health and Lifestyle Limited (AHLL) (hereinafter collectively referred to as ‘Notifying Parties’).

2. The Notice was filed pursuant to inter alia the following agreements, each dated 23rd May 2026: (i) Share Purchase, Subscription and Swap Agreement entered amongst KCIL, Apollo Specialty Hospital Private Limited (ASHPL), Apollo Fertility Centre Private Limited (AFCPL) and AHLL (SPSSA), (ii) Share Subscription Agreement entered amongst Arvon, KCIL and identified founders of KCIL (SSA) and (iii) Amended and Restated Shareholders’ Agreement amongst Arvon, NewQuest Asia Fund IV (Singapore) Ptd. Ltd., Indium V (Mauritius) Holdings Limited, True North Fund V LLP, AHLL, KCIL, Founders and other shareholders (SHA) (hereinafter, KCIL, Arvon, AHLL, AFCPL and ASHPL are collectively referred to as the ‘Parties’).

Combination Registration Number: C-2026/06/1436

3. The proposed combination entails the following: a) The proposed acquisition of up to 100% equity shareholding of AFCPL (Proposed AFCPL Acquisition) and 100% equity shareholding of ASHPL by KCIL (Proposed ASHPL Acquisition) pursuant to the SPSSA (Proposed Apollo Acquisition);

b) the proposed issuance of equity shares and optionally convertible debentures, representing 9.9% shareholding of KCIL (on a fully diluted basis), to AHLL in part consideration for the Proposed Apollo Acquisition (Proposed KCIL Acquisition) pursuant to the SPSSA; and c) the proposed subscription of certain equity shares of KCIL by Arvon, representing 2.19% to 3.90% shareholding of KCIL (on a fully diluted basis), pursuant to the SSA, in order to raise funds for the Proposed Apollo Acquisition (Proposed KCIL Investment). (Proposed Apollo Acquisition, Proposed KCIL Acquisition and Proposed KCIL Investment are collectively referred to as the ‘Proposed Combination’).

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letters dated 7th July 2026 and 23rd July 2026, certain information and clarifications were sought from the Notifying Parties. The responses to the same were submitted dated 14th July 2026, and 12th August 2026 respectively, after seeking an extension of time (Response).

5. KCIL, a public limited company, operates a chain of super specialty hospitals under the brand ‘Cloudnine’, focused on mother and baby care, and the verticals of maternity, gynaecology, paediatrics, and fertility. It currently operates across multiple cities in India, including Bengaluru, Delhi NCR, Mumbai, Pune, Chennai, Ludhiana and Chandigarh. Its operations are also carried out through its subsidiaries, including Acquity Labs Private Limited (Acquity Labs), and Birthplace Healthcare Private Limited (Birthplace Healthcare).

6. KCIL is controlled by (i) Arvon, which is ultimately controlled by Temasek Holdings Private Limited (Temasek), (ii) NewQuest Asia Fund IV, which is ultimately

Combination Registration Number: C-2026/06/1436 controlled by TPG Inc. (TPG), (iii) True North India Fund V LLP, which is ultimately controlled by True North Enterprises Pvt. Ltd. (True North) and (iv) KCIL’s founder group.

7. Cloudnine Hospitals is a women & child healthcare provider focused on maternity, fertility, neonatal and paediatric services. It provides specialised mother and baby care services through doctors and nurses. Additionally, it provides homecare services which includes postnatal mother and baby care, lactation support and follow-up nursing care at home, inhouse diagnostic services and video consultation via mobile app. KCIL is also engaged in the provision of diagnostic services, tele-medical consultation, retail sale of pharmaceutical and OTC products, retail sale of medical devices, and home healthcare services.

8. Arvon, incorporated in Singapore, is an indirect wholly owned subsidiary of Temasek. It is an investment holding company and is not engaged in any business activities other than holding investments. Temasek is an investment company headquartered in Singapore. Its global portfolio covers a broad spectrum of industries which include inter alia transportation & industrials, financial services, telecommunications, media & technology, consumer & real estate, as well as life sciences & agri-food.

9. AHLL, a public limited company, is a wholly owned subsidiary of Apollo Hospitals Enterprise Limited (AHEL). It operates in primary care clinics and diagnostic services. It is present in the retail healthcare segment in India and operates primarily through the following business verticals: (a) Women, maternity and children’s care, (b) fertility treatment clinics, (c) ambulatory care and short-stay planned surgical centres, (d) multi-specialty primary care clinics in India and the Middle East, (e) diabetes management clinics, (f) dental care clinics, (g) pathology and diagnostic testing centres, and (h) dialysis centres. It is also engaged in the provision of tele-medical consultation, retail sale of pharmaceutical products, OTC products and medical devices, and provision of home healthcare services.

10. ASHPL, a private limited company, has three (3) business segments namely Cradle, Fertility and Spectra till June 2024 and w.e.f. July 2024, the Fertility and Spectra

Combination Registration Number: C-2026/06/1436 businesses were transferred to AFCPL and Apollo Spectra Centres Pvt. Ltd. respectively. The Cradle segment continues to remain with and operated by ASHPL. ASHPL is held and controlled by AHEL. ASHPL is also engaged in the provision of diagnostic services, tele-medical consultation, retail sale of pharmaceutical and OTC products.

11. AFCPL, a private limited company operates a chain of fertility clinics, and is held and controlled by AHEL. It specializes in assisted reproductive treatments and reproductive medicine, offering services such as In Vitro Fertilization, Intracytoplasmic Sperm Injection, Intrauterine Insemination, embryo freezing, genetic testing, donor programs and reproductive surgeries. It is also engaged in the provision of diagnostic services, tele-medical consultation, retail sale of pharmaceutical products and OTC products.

12. For the purpose of identifying the relevant areas for competition assessment of the Proposed Combination, overlap assessment between the relevant entities of the Parties (identified as per materiality threshold) is bifurcated as the Proposed Apollo Acquisition and Proposed KCIL Acquisition.

13. Accordingly, based on the information, horizontal overlaps were identified in the following markets and their respective sub-segments: (a) Broad market of provision of healthcare services through hospitals (Broad Hospital Market) in the overlapping cities of Delhi-NCR, Hyderabad, Bengaluru, Chennai, Chandigarh, Mumbai and Amritsar for Proposed Apollo Acquisition, and Delhi-NCR, Hyderabad, Bengaluru, Chennai, Chandigarh, Mumbai, Pune and Lucknow for Proposed KCIL Acquisition (Overlapping Cities) and sub-segments: i. Primary Care Segment in Overlapping Cities; ii. Secondary/Tertiary Care Segment and its subsegments (based on specialities), i.e. (a) Obstetrics & Gynecology Surgeries segmented into C-Section, Normal/Vaginal deliveries, In-Vitro Fertilization, Hysteroscopy, Laparoscopy, Hysterotomy, Dilation & Curettage, Minimally Invasive Surgeries, (b) Pediatric Surgeries segmented into

Combination Registration Number: C-2026/06/1436

General Surgeries and Other Surgeries in the identified Overlapping Cities; (b) Provision of home healthcare in identified overlapping cities of Delhi-NCR, Hyderabad, Bengaluru, Chennai, Mumbai and Pune for Proposed KCIL Acquisition; (c) Provision of tele-medical consultation services in India; (collectively, referred to as the ‘Hospital Markets’) (d) Provision of retail diagnostics services in Overlapping Cities and its sub-segment of pathology and radiology (Retail Diagnostics Market); (e) Retail sale of pharmaceutical products in India (Retail Sale of Pharmaceutical Products Market); (f) Retail Sale of OTC products in India (Retail Sale of OTC Products Market); (g) Retail Sale of medical devices in India (Retail Sale of Medical Devices Market); (h) Online B2C/retail sale of OTC products in India for Proposed KCIL Acquisition; and (i) Online B2C/retail sale of medical devices in India for Proposed KCIL Acquisition (collectively (d) to (i) is referred to as ‘Non-Hospital Markets’).

14. In addition to the above horizontal overlaps, the Commission also observed that the activities of the Parties exhibit certain vertical linkages in India provided below: (a) Vertical linkages for Proposed Apollo Acquisition: Vertical linkages between the relevant entities of the Parties have been identified (city wise wherever applicable) that inter-alia relate to: (i) provision of pathology services, radiology services vis-a-vis healthcare services, (ii) pathological and radiological medical devices vis-a-vis healthcare services, (iii) wholesale sale and distribution of medical devices with retail sale of medical devices in India, (iv) wholesale sale and distribution of pharmaceutical products vis-a-vis retail sale of pharmaceutical products, and healthcare services, (v) provision of white labelling and marketing of pharmaceutical products and OTC products vis-a-vis retail sale of pharmaceutical products and OTC products in India, (vi) white labelling and marketing of medical devices in India with retail sale of medical

Combination Registration Number: C-2026/06/1436 devices, (vii) online B2C retail sale of pharmaceutical products, medical devices vis-à-vis healthcare services, provision of pathology services and radiology services, (viii) online B2B/wholesale sale of pharmaceutical products, OTC Products and medical devices vis-à-vis healthcare services, provision of pathology services and radiology services. (b) Vertical linkages for Proposed KCIL Acquisition: Vertical linkages between the relevant entities of the Parties have been identified (city wise wherever applicable) that inter-alia relate to: (i) wholesale sale and distribution of pharmaceutical products and medical devices vis-à-vis retail sale of pharmaceutical products and provision of healthcare services, (ii) provision of pathology services and radiology services with healthcare services, (iii) retail sale of medical devices vis-à-vis healthcare services, (iv) wholesale sale and retail sale of OTC products with healthcare services, (v) Retail sale of pharmaceutical products with healthcare services, (vi) wholesale sale and distribution of OTC products with retail sale of OTC products, (vii) online B2C/retail sale of pharmaceutical products, OTC products and medical devices with healthcare services, online B2C/retail sale of medical devices vis-à-vis provision of pathology and radiology services. (Vertical linkages for Proposed Apollo Acquisition and for Proposed KCIL Acquisition are collectively referred to as ‘Vertical Linkages’).

15. Further, the Commission also observed that the activities of the Parties exhibit certain complementary linkages as given below: (a) Complementary Linkages for Proposed Apollo Acquisition: Complimentary linkages between the relevant entities have been identified that relate to: (i) provision of healthcare technology with tele medical consultation services, (ii) provision of healthcare technology with retail sale of pharmaceutical products, medical device and OTC products in India, (iii) provision of logistics services with retail sale of pharmaceutical products, OTC products and medical devices in India. (b) Complementary Linkages for Proposed KCIL Acquisition: Complimentary linkages between the relevant entities have been identified that relate to: (i) provision of logistics services with retail sale of pharmaceutical products, medical devices and Combination Registration Number: C-2026/06/1436

OTC products in India, (ii) provision of healthcare technology with provision of tele medical consultation services in India, (iii) provision of healthcare technology with retail sale of OTC products, pharmaceutical products and medical devices in India, (iv) distribution of health insurance products with provision of healthcare services, (v) logistics services with Online B2C/retail sale of OTC products, medical devices, in India, (vi) healthcare technology with Online B2C/retail sale of OTC products and medical devices in India. (Complementary linkages for Proposed Apollo Acquisition and for Proposed KCIL Acquisition are collectively referred to as ‘Complementary Linkages’)

16. Considering the nature and extent of aforesaid linkages and the competition assessment given in the subsequent paragraphs, the Commission observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in the aforesaid relevant market(s) examined and decided to keep the delineation of the relevant market open.

Hospital Markets 17. Based on the information, the Commission noted that in the Broad Hospital Market, the combined market share of the Parties is in the range of [0-5] % in all the overlapping cities, except in Delhi NCR (Proposed Apollo Acquisition) and Lucknow (Proposed KCIL Acquisition) where the market share is in the range of [5-10] %.

18. In the primary care segment, the combined market share of the Parties is in the range of [0- 5] %, except for Delhi NCR, Chandigarh and Amritsar (Proposed Apollo Acquisition) wherein the combined market share is in the range of [5-10] %.

19. In the secondary/tertiary care segment, the combined market share in all the overlapping cities, in terms of overlapping specialities and sub-specialities is in the range of [0-5] % except in the following: (a) For both the Proposed Apollo Acquisition and Proposed KCIL Acquisition, in the city of Bengaluru (for Obstetrics & Gynecology Surgeries and its segments of C-Section,

Combination Registration Number: C-2026/06/1436

Normal/Vaginal Deliveries, In-Vitro Fertilization, Dilation and Curettage) wherein the combined market share is in the range of [5-10] %;

(b) For the Proposed Apollo Acquisition, in Delhi-NCR, the combined market share of the Parties is in the range of [5-10] % for In-Vitro Fertilization, and [10-15] % in Dilation and Curettage. For the Proposed KCIL Acquisition, the combined market share of the Parties is in the range of [5-10] % for In-Vitro Fertilization and Other Surgeries, and [10-15] % for Dilation and Curettage;

(c) For the Proposed Apollo Acquisition, in the city of Hyderabad, the combined market share of the Parties is in the range of [5-10] % for Dilation and Curettage and In-Vitro Fertilization. For the Proposed KCIL Acquisition, the combined market share of the Parties is in the range of [5-10] % for Dilation and Curettage and General Surgeries;

(d) For the Proposed KCIL Acquisition, in the city of Chennai, the combined market share is in the range of [5-10] % in Hysterotomy, Dilation and Curettage, Pediatric Surgeries and its segment of General Surgeries;

(e) For the Proposed Apollo Acquisition, in the city of Chandigarh, the combined market share is in the range of [5-10] % in Obstetrics & Gynecology Surgeries and its segments of C-Section and In-Vitro Fertilization. For the Proposed KCIL Acquisition, the combined market share is in the range of [5-10] % in C-Section.

(f) For the Proposed KCIL Acquisition, in the city of Pune, the combined market share is in the range of [5-10] % in C-Section and Dilation and Curettage;

(g) For the Proposed KCIL Acquisition, in the city of Lucknow, the combined market share is in the range of [5-10] % in C-Section, Hysterotomy, Dilation and Curettage.

Non-Hospital Markets 20. Proposed Apollo Acquisition: In the Non-Hospital Markets, in retail diagnostic and its narrow segments of diagnostic pathology, the combined market share of the Parties is in the range of [5-10] % in Delhi-NCR, Bengaluru and Hyderabad. In diagnostic radiology,

Combination Registration Number: C-2026/06/1436 the combined market share of the Parties is in the range of [5-10] % in Delhi-NCR and Hyderabad;

21. Proposed KCIL Acquisition: In retail diagnostic segment, the combined market share of the Parties is in the range of [5-10] % in the cities of Hyderabad and Chennai. In the narrower segment of diagnostic pathology, in Hyderabad, Chennai, and Lucknow, and in the segment of diagnostic radiology in Chennai, the combined market share of the Parties is in the range of [5-10] %.

22. In all the Hospital Markets and the Non-Hospital Markets, and their respective segments, the combined market share of the Parties is the range of [0-5] % except other than specifically mentioned above. Further, in all the Hospital Markets and the Non- Hospital Markets, and their respective segments, wherever the combined market share is in the range of [5-10] % or [10-15] % as the case maybe, the incremental market share is in the range of [0-5] %. Further, each of these aforesaid segments examined is characterised by presence of formidable players.

23. Regarding the Vertical and Complimentary Linkages, the Commission observed that the presence of the Parties (in either of the upstream or downstream level or both) is insignificant [market share, 0-5] % in the markets examined to cause competition foreclosure concerns in India.

24. 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.

25. The order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

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

Combination Registration Number: C-2026/06/1436

27. The Secretary is directed to communicate to the Notifying Parties accordingly.