1. TPG Nicobar SG Pte. Ltd. 2. TPG Rise Climate GSI SF Pte. Ltd. and Others — Combination C-2026/07/1440

COMPETITION COMMISSION OF INDIA 1st September 2026 Notice under Section 6(2) of the Competition Act, 2002 given by TPG Nicobar SG Pte. Ltd., TPG Rise Climate GSI SF Pte. Ltd., Clydo Investment Pte. Ltd., ICICI Bank Limited, Aseem Infrastructure Finance Limited, National Investment and Infrastructure Fund II acting through its investment manager National Investment and Infrastructure Fund Limited and Climate Finance India Private Limited

CORAM: Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 23rd July 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by: TPG Nicobar SG Pte. Ltd. (Nicobar), TPG Rise Climate GSI SF Pte. Ltd. (TPG Rise), Clydo Investment Pte. Ltd. (Clydo/GIC Entity), ICICI Bank Limited (ICICI), Aseem Infrastructure Finance Limited (Aseem), National Investment and Infrastructure Fund II (NIIF II) acting through its investment manager National Investment and Infrastructure Fund Limited (NIIFL) and Climate Finance India Private Limited (CFIPL) (collectively, Parties).

2. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 5th August 2026 (RFI), certain information and clarifications were sought from the Parties. The Parties submitted the response to RFI on 12th August 2026 (Response) followed by certain voluntary submissions dated 26th August 2026.

Combination Registration Number: C-2026/07/1440 3. Nicobar, incorporated in Singapore, is a special purpose vehicle, ultimately owned by TPG, Inc. (TPG) (through TPG Rise) and GIC Private Limited (GIC) (through Clydo) with respective shareholding of 70.2% and 29.8%. TPG Rise, incorporated in Singapore is an investment holding entity. Clydo is an investment holding vehicle organized as a private limited company in Singapore. TPG is a global alternative asset manager and primarily invests in asset classes such as private equity, real estate and public market strategies. GIC invests internationally in equities, fixed income, money-market instruments, real estate, and special investments. CFIPL, incorporated in India, is a subsidiary of Nicobar. CFIPL has received a Certificate of Registration from the RBI to operate as a non-deposit taking NBFC- Investment and Credit Company.

4. ICICI is a banking company and apart from banking products and services, ICICI offers life and general insurance, asset management, securities broking, and private equity products and services through specialized subsidiaries.

5. NIIF II, acting through its investment manager National Investment and Infrastructure Fund Limited (NIIFL) is a trust established under the laws of India and registered as a category- II alternative investment fund with the Securities and Exchange Board of India. NIIFL is a collaborative investment platform for international and Indian investors, anchored by the Government of India and the funds managed by NIIFL are invested across asset classes such as infrastructure, growth equity, and other diversified sectors in India.

6. Aseem is presently held by NIIF II (59.05%), Sumitomo Mitsui Banking Corporation (10%) and the President of India1 (30.95%). Aseem is a non-deposit taking middle layer-NBFC registered with the RBI as NBFC-Infrastructure Finance Company and is primarily involved in provision of loans and lending services to companies in the infrastructure sector including power, telecommunications, roads, airports, electricity, transmission, solar renewable energy, wind energy and other infrastructure sectors.

7. IFL is presently held by NIIF II (39.7%), Aseem (30.8%), the President of India (25.1%) and HDFC Bank Limited (4.4%). IFL is a non-deposit taking, non-banking financial company infrastructure debt fund engaged in the business of project financing by way of 1The President of India represented by and acting through the Secretary, Department of Economic Affairs, Ministry of Finance, Government of India.

Combination Registration Number: C-2026/07/1440 loans (non-banking financial services), particularly refinancing operational infrastructure projects which have satisfactorily completed one year of commercial operations. IFL is also engaged in financing toll operate transfer projects under applicable Reserve Bank of India regulations.

8. The Notice was filed by the Parties pursuant to the execution of, inter alia, (i) Share Purchase Agreement dated 6th July 2026 entered between Nicobar, Aseem, and Aseem shareholders, (Nicobar/Aseem SPA); (ii) Share Purchase Agreement dated 6th July 2026 entered between Aseem, NIIF II and NIIF Infrastructure Finance Limited (IFL) (IFL SPA); and (iii) Amendment to the Shareholders’ Agreement executed by and amongst Nicobar, TPG Rise and GIC Entity dated 8th July 2026 (SHA Amendment).

9. The Proposed Combination envisages the following: i. Aseem Acquisition: (a) Nicobar Acquisition of Aseem: Nicobar (along with its nominees) proposes to acquire fully paid-up equity shares of Aseem from the Aseem Sellers, representing 100% of the share capital of Aseem, on a fully diluted basis. (b) ICICI Acquisition: ICICI proposes to acquire 5% of the share capital of Aseem on a fully diluted basis from Nicobar. ((a) and (b) are collectively referred to as “Aseem Acquisition”). ii. IFL Divestment: Aseem proposes to sell its entire shareholding in IFL representing 30.83% of equity shareholding on a fully diluted basis to NIIF II. iii. CFIPL-Aseem Merger: Pursuant to closing of the Aseem Acquisition, Nicobar intends to merge CFIPL, a subsidiary of Nicobar into Aseem by way of a scheme of amalgamation in accordance with applicable law, with Aseem being the surviving entity. iv. Nicobar Capital Call: In order to finance the Nicobar Acquisition of Aseem, TPG Rise and the GIC Entity have an obligation to invest, in Nicobar for Nicobar Acquisition of Aseem (Such capital call to the GIC Entity is referred to as the Proposed GIC Investment)

10. Thus, the Proposed Combination substantively leads to: (i) Nicobar and ICICI holding 95% and 5% shareholding in Aseem respectively (Aseem Transaction); (ii) IFL ceasing to be Combination Registration Number: C-2026/07/1440 an associate/investee company of Aseem and NIIF II’s shareholding in IFL increasing to ~ 70.5% (IFL Transaction).

11. For the purpose of assessment of Aseem Transaction, the Commission considered the activities of affiliates of TPG and/or GIC in India on one hand and that of Aseem (excluding IFL) on the other hand. The Commission observed that the Aseem Transaction has the effect of creation of horizontal overlaps in the broader segment of provision of loans and lending services in India and in the narrower segments of provision of wholesale loans and provision of infrastructure finance/project finance in India.

12. Accordingly, the Commission assessed the Aseem Transaction in the aforesaid market segments and observed that the standalone and combined presence of affiliates of TPG and/or GIC and Aseem is insignificant with market shares in each of the market segments being less than 5%. Further, the Commission observed that the aforesaid market segments are characterised by the presence of several large institutional competitors including commercial and state banks and various NBFCs. Accordingly, the Aseem Transaction is not likely to cause any change in competition dynamics, let alone any appreciable adverse effect on competition (AAEC) in India.

13. For the purpose of assessment of IFL Transaction, the Commission considered the activities of affiliates of NIIF II on one hand and IFL on the other hand. The Commission observed that the IFL Transaction has the effect of creation of horizontal overlaps only in the broader segment of provision of loans and lending services in India.

14. Accordingly, the Commission assessed the IFL Transaction in the market segment of provision of loans and lending services in India and observed that the standalone and combined presence of affiliates of NIIF II and IFL is insignificant with market share being less than 5%. Further, the Commission observed that the market segment is characterised by the presence of several large institutional competitors including commercial banks and various NBFCs. Accordingly, the IFL Transaction is not likely to cause any change in competition dynamics, let alone any AAEC in India.

Combination Registration Number: C-2026/07/1440 15. Considering the aforesaid, the Proposed Combination is not likely to cause AAEC in any of the aforesaid areas examined. The Commission further decides that the question of exact delineation of relevant market(s) can be left open.

16. 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.

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

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

19. The Secretary is directed to communicate to the Parties accordingly.