Jointly by M/s Multiples Private Equity Fund III, New Delhi and M/s CPP Investment Board Private Holdings (4) Inc., Canada — Combination C-2023/04/1020

COMPETITION COMMISSION OF INDIA 25th May 2023 Notice under Section 6(2) of the Competition Act, 2002 jointly given by Multiples Private Equity Fund III and CPP Investment Board Private Holdings (4) Inc. CORAM: Ms. Ravneet Kaur Chairperson Ms. Sangeeta Verma Member Mr. Bhagwant Singh Bishnoi Member Order under Section 31(1) of the Competition Act, 2002 1. On 17th April 2023, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), jointly given by Multiples Private Equity Fund III (Multiples Fund III) and CPP Investment Board Private Holdings (4) Inc. (CPHI-4) (collectively, the Acquirers). The Notice was given pursuant to the execution of Series E Subscription Agreement (SSA) dated 23rd March 2023, executed amongst Acko Technology & Services Private Limited (Acko/Target), Varun Dua (Founder) and other investors.

2. The proposed combination envisages acquisition of additional Series E Compulsorily Convertible Preference Shares (CCPS) of the Target by the Acquirers. Multiples Fund III and CPHI-4 will each acquire 9,72,486 Series E CCPS of the Target (hereinafter referred to as the Proposed Combination). This will result in the acquisition of additional 0.84% equity share capital of the Target by the Acquirers on a fully diluted basis on the conversion of the Series E CCPS of the Target.

3. Multiples Fund III is a Category II Alternative Investment Fund (AIF) with the Securities and Exchange Board of India (SEBI) and is managed by Multiples Alternate Asset Management Private Limited (MAAMPL). Apart from Multiples Fund III, MAAMPL is the investment manager of certain other Multiples group funds (Multiples).

4. CPHI-4 is a Canadian Corporation and is a wholly owned subsidiary of the Canada Pension Plan Investment Board (CPPIB). CPPIB is an investment holding company and invests in a diversified portfolio of assets. CPPIB has investments in various portfolio entities. CPPIB only has one Indian subsidiary (which does not hold any investments in India), i.e., CPPIB India Advisors Private Limited (CPPIB India).

5. Acko is a private company limited incorporated in India. It is engaged is in the business of providing technology and outsourced services, establishing, running, and managing data processing computer centres for the development and implementation of technology products and data communication systems processes that are enabled by information technology. In addition to the technology services, the company also provides (a) all-round damage protection plans for electronic devices such as mobile phones and (b) the sale and purchase of new and used vehicles through its platform Acko Drive. It has been submitted that the Target is in the process of setting up a garage network to offer automobile repair services with doorstep services capability for vehicles, viz., pre-inspection, pick up, drop, minor repairs, etc., by using a pool of drivers, field executives, and customer interface. However, this service is not yet operational. Acko also has shareholding in Acko General Insurance Limited (Acko General Insurance), Acko Life Insurance Limited (Acko Life Insurance), Amplify Cleantech Solutions Private Limited (Evre), Chatpay Commerce Private Limited (Pitstop), Swasth Digital Health Foundation (Swasth Digital), and Vivish Technologies Private Limited (MyGate). A brief description of the business activities of the above entities are, inter alia, as follows:

a. Acko General Insurance is engaged in the provision of general insurance (non-life), such as motor, health (including travel and personal accident), liability insurance, and miscellaneous insurances.

b. Acko Life Insurance received a licence to conduct life insurance business in India from IRDAI on 31st March 2023 and will commence operations shortly.

c. Evre is engaged in the design, development, manufacture, and sale of electric vehicle charging stations, creating and operating public and residential electric vehicle charging infrastructure.

d. Pitstop is a digital platform for enabling car services and repair through its authorised garages, including general car servicing, advanced repair, roadside assistance, denting and painting, etc. It also sells spare parts to its partner garages through marketplaces or through its own web application and shops.

e. Swasth Digital is said to be a non-profit voluntary consortium of key players in the health ecosystem, including Cure.fit, 1mg, Practo, Policybazaar, Medanta, Apollo hospitals, Manipal hospital, Columbia Asia, and industry bodies such as FICCI, NASSCOM, etc.

f. MyGate is engaged in the provision of security and community management services.

6. Based on the submission, the business activities of Multiples and CPPIB and their affiliates do not appear to exhibit any horizontal overlap or vertical interfaces with the business activities of Acko including its affiliates.

7. It is observed that there are certain potential complementary interfaces between the business activities of Multiples and the Target Group in India, as stated below:

(i) Multiples, through its portfolio entity TI Clean Mobility Private Limited (TCMPL), is engaged in the manufacture and sale of commercial electric vehicles (EVs) in India, whereas the Target Group, through Acko General Insurance, is engaged in the provision of general insurance (including motor insurance) in India. (ii) Multiples, through TCMPL, is engaged in the manufacture and sale of commercial EVs, whereas the Target Group, through Evre, is engaged in the manufacture and sale of EV charging stations in India. (iii) Multiples, through TCMPL, is engaged in the manufacture and sale of commercial EVs, whereas the Target Group, through Pitstop, operates an online platform that enables car servicing and repair through a network of its garages.

8. The above complementary relationships are not likely to cause any competition concerns as the business of TCMPL is in the early stage of commercialisation.

9. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have any appreciable adverse effect on competition in India in any of the relevant market(s), and therefore, the Commission hereby approves the Proposed Combination under Section 31(1) of the Act.

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

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

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