1. Opal Bidco Pte. Ltd. 2. Ruby Asia Holdings II Pte. Ltd. 3. Singtel Interactive Pte. Ltd. 4. One Hundred And Thirty First Investment Company – Sole Proprietorship LLC 5. Sunstone Investment Pte. Ltd. — Combination C-2026/03/1397

COMPETITION COMMISSION OF INDIA

14th July 2026 Notice under Section 6(2) of the Competition Act, 2002 given by Opal Bidco Pte. Ltd., Ruby Asia Holdings II Pte. Ltd., Singtel Interactive Pte. Ltd., One Hundred and Thirty First Investment Company – Sole Proprietorship LLC, and Sunstone Investment Pte. Ltd.

CORAM: Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 10th March 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by: (i) Opal Bidco Pte. Ltd. (Opal Bidco); (ii) Ruby Asia Holdings II Pte. Ltd. (Ruby); (iii) Singtel Interactive Pte. Ltd. (Singtel); (iv) One Hundred and Thirty First Investment Company – Sole Proprietorship LLC (MIC Entity); and (v) Sunstone Investment Pte. Ltd. (GIC Entity) [Opal Bidco, Ruby, Singtel, MIC Entity, and GIC Entity are each “Acquirer” and collectively, the “Acquirers”] in relation to proposed acquisition of STT GDC Pte. Ltd. (STT GDC/Target).

2. The Notice was filed by the Acquirers pursuant to, inter alia, (i) the Share Purchase Agreement dated 4th February 2026 entered into by and between STT Communications Ltd.

Combination Registration Number: C-2026/03/1397 (STT) and Opal Bidco (Purchase Agreement); (ii) Securityholders’ Agreement dated 4th February 2026 entered into by and between KKR Opal Topco LP (KKR Topco), Singtel, Ruby, Opal Holdco I Pte. Ltd. (Holdco I) and Opal Holdco II Pte. Ltd. (Holdco II) [SHA] (iii) Share Subscription Agreement dated 4th February 2026 entered into by and between Holdco I, KKR Topco and Singtel (Holdco I SSA); (iv) Amended and Restated Limited Partnership Agreement of KKR Opal SGD II Coinvest LP (Partnership) dated 2nd March 2026; and (v) Restructuring Framework Agreement dated 4th February 2026, entered amongst Ruby, Singtel, and Holdco I [Restructuring Framework Agreement].

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 30th March 2026 (RFI), certain information and clarifications were sought from the Acquirers. The Acquirers submitted the response to RFI on 4th May 2026 (Response). As the Response was incomplete, vide letter dated 18th May 2026 and another letter dated 1st June 2026 issued under Regulation 14 of the Combination Regulations, the Acquirers were again required to provide requisite information/clarifications (RFI 2). The Acquirers submitted the response to RFI 2 on 22nd June 2026 followed by certain additional submissions on 1st July 2026.

4. Ruby is indirectly wholly owned by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (KKR & Co. Inc. together with its subsidiaries is referred to hereinafter as ‘KKR’).

5. Opal Bidco is indirectly wholly owned by investment funds, vehicles and/or accounts advised and managed by KKR.

6. Singtel is a wholly owned subsidiary of Singapore Telecommunications Limited (Singtel Parent), a public listed company incorporated in Singapore. As submitted, Temasek Holdings (Private) Limited (Temasek) directly and indirectly holds an aggregate shareholding of approx. 51.69%1 in Singtel Parent. The Singtel Group provides connectivity, digital services and digital infrastructure, and has presence in Asia, Australia, and Africa.

1 As of 28th January 2026.

Combination Registration Number: C-2026/03/1397 7. MIC Entity is an indirect wholly owned subsidiary of Mubadala Investment Company PJSC (Mubadala). Mubadala is a United Arab Emirates (UAE) public joint stock company wholly owned by the Government of Abu Dhabi in the UAE.

8. GIC Entity is wholly owned by Robinson Infra Holdings Pte. Ltd., an entity which is in turn wholly owned by GIC Infra Holdings Pte. Ltd. (GIC Infra), which is in turn wholly owned by GIC (Ventures) Pte. Ltd. (GIC Ventures). As submitted, GIC Entity is part of a group of investment holding companies managed by GIC Special Investments Private Limited (GICSI), which manages investments in private equity, venture capital and infrastructure and was set up as the private equity and infrastructure investment arm of GIC Private Limited and is wholly owned by GIC Private Limited (GIC).

9. STT GDC is a direct subsidiary of STT and an indirect subsidiary of Singapore Technologies Telemedia Pte. Ltd., a Singapore-headquartered group active in communications and media, data centres and infrastructure technologies businesses globally. STT GDC is present in India through its indirect subsidiary STT Global Data Centres India Private Limited (STT GDC India) which provides data centre colocation services in India.

10. Currently, STT holds 81.7% of the issued ordinary shares in STT GDC and the rest of the shareholding in STT GDC is split between (a) Singtel which holds 4.2% of the issued ordinary shares in STT GDC, and (b) Ruby which holds 14.1% of the issued ordinary shares in STT GDC (on a fully diluted basis). The proposed combination involves acquisition by Opal Bidco of the 100% shareholding (on a fully diluted basis) of STT GDC. The proposed acquisition entails the following steps:

Step 1: In accordance with the Purchase Agreement, Opal Bidco will acquire all the interest that STT currently holds in STT GDC.

Step 2: In accordance with a Restructuring Framework Agreement, a restructuring in connection with the share capital in STT GDC will be implemented (Restructuring), pursuant to which (i) certain warrants of STT GDC held by Ruby and Singtel will be terminated; and (ii) certain redeemable non-voting preference shares in the issued share

Combination Registration Number: C-2026/03/1397 capital of STT GDC will be redeemed by STT GDC such that STT GDC will become a wholly-owned subsidiary of Opal Bidco.

(Step 1 and Step 2 are collectively referred to as the ‘Proposed Combination’.)

11. Further, as envisaged, following the investments made by the Acquirers through investment vehicles viz., Holdco I, KKR Topco, and Partnership, STT GDC will be directly owned by Opal Bidco and, inter alia, indirectly owned by investment funds, vehicles and/or accounts advised and managed by KKR, Singtel, MIC Entity and GIC Entity.

12. As per Regulation 9(4) of Combination Regulations, “[W]here the ultimate intended effect of a business transaction is achieved by way of a series of steps or smaller individual transactions which are inter-connected, one or more of which may amount to a combination, a single notice, covering all these transactions, shall be filed.” The Commission observed that while the Notice for the Proposed Combination has been filed jointly by the Acquirers, the GIC Entity and Singtel have made certain submissions in the sealed cover on the grounds that the information is confidential and competitively sensitive and has not been disclosed to the other parties or their counsel. The Commission observed that the provision of inter-connected transactions has been introduced in the Combination Regulations so as to allow holistic assessment of a combination and such sealed cover submissions, especially when even the market related information relevant to the assessment is also provided separately, not only hinders the assessment but also potentially creates administrative issues in discharge of the Commission’s functions. Accordingly, the practice is not in conformity with the provision of Regulations 9(4) of the Combination Regulations and the parties are required to note that the Commission discourages such practices and the same shall not be allowed henceforth.

13. For the purpose of the competition assessment of the Proposed Combination, the Commission considered the activities/presence of: (i) KKR, (ii) Mubadala, (iii) Singtel Parent and Temasek, and (iv) GIC and their affiliates in India on one hand and the activities of STT GDC on the other hand and observed that the Proposed Combination has the impact of creating horizontal overlaps in the area of data centre colocation services. Further,

Combination Registration Number: C-2026/03/1397 considering the value chain of provision of data centre colocation services, certain vertical/complementary linkages were also observed. The horizontal overlaps and vertical/complementary linkages have been examined hereunder.

14. Before going into the assessment of horizontal overlaps, it would be appropriate to note the affiliates of the Acquirer having presence in the area of data centre colocation services.

i. Singtel is present in this market through Nxtra Data Limited (Nxtra) (an entity in which Singtel Parent indirectly holds interest through Bharti Telecom Limited2. ii. MIC Entity is present in this market through Mubadala’s investment in Princeton Digital Group (PDG). iii. GIC Entity is present in this market through GIC Group’s investment in [………………………………………………….] iv. Temasek is present in this market through its indirect shareholding interest in CapitaLand Group Pte. Ltd. (CapitaLand).

15. The Commission, in its decisional practice relating to data centre colocation services, has observed that provision of data centre colocation services is a distinct service compared to on-site data centres or cloud data centres. The Commission has further noted that segmentation of colocation data centres based on service scale/nature of consumer as wholesale, retail and hyperscale colocation data centres or based on type of data centre viz., colocation, edge etc. is also possible. As regards the geographic frame of reference, the Commission in its decisional practice has considered it appropriate to assess the horizontal overlaps at city level. Further, the Commission has been considering the presence of the parties to a combination in terms of current installed capacity, spare capacity and estimated installed capacity on a forward-looking basis.

16. In accordance with the aforesaid approach, the Commission identified the relevant markets wherein the activities of the parties demonstrate existing overlaps or potential overlaps (on 2 Singtel Parent currently has shareholding in Bharti Telecom Limited which is engaged in the business of making investments in its group company, Bharti Airtel Limited (Airtel). Airtel is engaged in the provision of telecommunication services in India, including telecommunication services in cellular, broadband and telephony, long distance and enterprise solutions and through its subsidiary Nxtra offers data centre colocation services in India.

Combination Registration Number: C-2026/03/1397 a forward-looking basis i.e., by FY 2028-29/FY 2029-30) in terms of data centre colocation services in Delhi NCR, Mumbai, Pune, Chennai, Bengaluru, Kolkata and Hyderabad.

17. In the aforesaid delineated relevant markets, the Commission noted the presence of the parties in terms of existing installed capacity, spare capacity and forward-looking capacity by FY 2028-29 and FY 2029-303. However, the Commission observed that the market share estimates do not appear reliable on account of varying estimates of installed and forward-looking capacity of certain market players and the overall market size as per the Mordor Report and the information available in the public domain. The Commission further observed that there are certain specificities of the Proposed Combination which also indicate that the market shares may not be representative of the impact of the Proposed Combination, and a holistic assessment is required. The Proposed Combination has thus been assessed accordingly.

18. The first specificity of the Proposed Combination is asymmetric acquisition of shareholding accompanied with corresponding differences in the extent of participation of various Acquirers in the management of STT GDC. It is observed that, pursuant to the Proposed Combination:

i. Investment funds, vehicles and/or accounts advised and managed by KKR will have the largest shareholding (indirectly) [……………………………………] (on a look through basis) in STT GDC and KKR Topco will secure the right […………… …………………………………………………. ii. Singtel is estimated to hold an economic interest of [……………] (on a look through basis) in STT GDC along with the right to appoint directors to the Board of Holdco I and affirmative rights over certain reserved matters. iii. MIC Entity, as submitted, will be a passive minority investor holding an indirect [……] shareholding in STT GDC and will secure customary limited minority protection rights in STT GDC’s worldwide business, including the right [………… ………………………………].. iv. GIC Entity, as submitted, will hold an indirect minority economic interest of [………] [….] in STT GDC and will have customary minority investor protection rights.

3 The Acquirers provided the estimates of market shares based on market report prepared by Mordor Intelligence LLP (Mordor Report).

Combination Registration Number: C-2026/03/1397

19. Secondly, the Acquirers’ presence in the market for data centre colocation services is through their affiliates and as observed the extent of interest and participation of each of the Acquirer in its affiliate is of varying degree. As observed, i. KKR, the largest shareholder has no overlapping presence in the area of data centre colocation services in India. ii. Singtel is present in this market through Nxtra. As regards the same, it was submitted that Bharti Telecom Limited and Singtel Parent have mutually agreed to amend the existing Shareholders’ Agreement whereby Singtel Parent has relinquished several key reserved rights in Nxtra (Airtel SHA). The Acquirers provided details of the rights relinquished and based on the same submitted that [……………………………] [……………………………………………………………………… …….. ……..] [………………………………………………………………] iii. Mubadala has a shareholding of around […..] in PDG along with the right [……….] [……………………………] iv. CapitaLand is an affiliate of Temasek. However, it is important to note that Temasek is a seller of its entire shareholding in STT GDC and its indirect interest in STT GDC (through Singtel Parent) is effectively diluted post the Proposed Combination. v. GIC has a stake of […………………...] and as submitted, GIC does not […………] [……………………………………..]

20. Thirdly, the Commission observed that while the Proposed Combination has the effect of the Target being a joint venture of the Acquirers, the Acquirers are not pooling or contributing their standalone activities.

21. Fourthly, the extent of existing presence and the forward-looking presence of each of the relevant affiliates of the Acquirers and STT GDC in India is varied in terms of both the overall capacity in India and the geographic spread of the same.

22. Further, regardless of the differences in market shares or market size likely to be reached in near to medium term, one aspect which has clearly emerged is that the capacities under implementation are significant and the market is indeed likely to grow significantly over the Combination Registration Number: C-2026/03/1397 next 3-4 years. As per various estimates, the current installed capacity of data centres stands at around 1500 MW and the same is likely to increase to around 7000 MW by FY 2029-30.

23. The factors detailed above in terms of extent of shareholding/participation of Acquirers in STT GDC, extent of shareholding/participation of Acquirers in their relevant affiliates, non-contribution of standalone businesses by the Acquirers, and the market being likely to witness strong growth appear conclusive to suggest that the common/cross shareholdings arising from the Proposed Combination are not likely to create an incentive for various venture partners to coordinate their actions.

24. The Commission also noted the presence of the parties across the value chain and observed that the affiliates of the Acquirers (considered collectively) are engaged in the provision of land infrastructure for data centres, power, connectivity services, cloud services, sub-sea connectivity, cooling solutions etc. and accordingly the Proposed Combination has the effect of creating plausible vertical linkages with the STT GDC’s presence in the area of data centre colocation services. However, for the reasons applicable to the assessment of horizontal overlaps as noted above, the plausible vertical linkages are also insignificant and are not likely to confer an ability/incentive to any of the parties (standalone/combined) to engage in foreclosure strategies.

25. Considering the aforesaid, the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in the aforesaid areas examined. The Commission further decides that the question of exact delineation of relevant market(s) can be left open.

26. 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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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

Combination Registration Number: C-2026/03/1397 28. The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

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