Disposed

1. Ca Plume Investments 2. Bequest Inc.

CCI19 Aug 2025C-2025/07/1307

Case brief

AI extract

What is this about?

The Competition Commission of India approved a combination involving acquisition of equity in Quest Global Services. The Commission found no appreciable adverse effect on competition despite limited vertical and complementary linkages due to low market shares and insignificance of Indian operations.

What did the court decide?

The combination was approved citing that it is not likely to cause appreciable adverse effect on competition in India.

1. Ca Plume Investments 2. Bequest Inc. — Company and Corporate | CCI (2025)

¶1

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/07/1307

¶2

19^th August 2025

¶3

Notice under Section 6(2) of the Competition Act, 2002 given by CA Plume Investments and Bequest Inc.

¶4

CORAM:

¶5

Ms. Ravneet Kaur Chairperson

¶6

Mr. Anil Agrawal Member

¶7

Ms. Sweta Kakkad Member

¶8

Mr. Deepak Anurag

¶9

Member

¶10

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

¶11

On 30^th July 2025, the Competition Commission of India (Commission) received a notice filed by the CA Plume Investments ( CA Plume /Acquirer ) and Bequest Inc. ( Bequest ) under Section 6(2) of the Competition Act, 2002 (Act) . The said notice is filed pursuant to the order dated 26^th June 2025, issued by the Commission.

¶12

The Combination envisaged the acquisition of up to 23.1% equity stake in the Quest Global Services Pte. Ltd. (Quest Global /Target) by the Acquirer, 8.8% equity stake in the Target by Bequest and buy-back.

¶13

Page 1 of 4

¶14

Combination Registration No. C – 2025/07/1307

¶15

The Notice has been filed pursuant to the followings:-

¶16

(i) Share Purchase Agreement dated 18^th July 2023, amongst Acquirer, Target, BC Investments VIII Limited [ an investment vehicle controlled by funds managed or advised by Bain Capital Investors, L.L.C. (Bain Capital)] and Dolceto Limited [ an investment vehicle controlled by funds managed or advised by Advent International, L.P. (Advent International)] ;

¶17

(ii) Share Purchase Agreement dated 18^th July 2023, amongst Acquirer, Target and Aequs Services Holdings Inc. (ASHI) ;

¶18

(iii) Second Amended and Restated Shareholders’ Agreement dated 18^th July 2023, amongst Bequest, ASHI, Target, Ocorian Singapore Trust Company Pte. Ltd., Acquirer and certain shareholders of Target (SHA) ;

¶19

(iv) Share Purchase Agreement dated 18^th July 2023, amongst Bequest, Target, Bain Capital and Dolceto Limited; and

¶20

(v) Buy-back Agreement dated 16^th January 2024, amongst Bequest, Target, Bain Capital and Advent International (Buy-back Agreement).

¶21

The Acquirer, an investment vehicle established in Mauritius, is indirectly controlled by funds managed by the affiliates of the Carlyle Group Inc. (Carlyle) . Carlyle is a global alternative asset manager, which manages funds that invest globally across three investment disciplines: (i) global private equity; (ii) global credit; and (iii) investment solutions.

¶22

Bequest, is a holding entity of Target’s co-founder, Chairman and Chief Executive Officer, Mr. Ajit Aravind Prabhu. Bequest is incorporated in the Cayman Islands and its sole purpose is to hold shares of the Target.

¶23

Target, a company incorporated and headquartered in Singapore, is primarily engaged in the business of providing Engineering Research & Development (ER&D) services worldwide (including India). It primarily provides the following ER&D services: (a) embedded and software engineering, (b) mechanical engineering, (c) silicon engineering, (d) digital engineering, and (e) operations and supply management.

¶24

With regards to horizontal overlaps, it has been submitted that there are no horizontal overlaps between the activities of Acquirers and Target (including their affiliates).

¶25

Page 2 of 4

¶26

Combination Registration No. C – 2025/07/1307

¶27

In relation to the vertical overlaps/linkages, it has been submitted that there exists limited vertical linkages between the Target (including its affiliates) and the Carlyle Group (through its certain Portfolio Entities) in India i.e., (i) Arrangement of Target with Rigaku Corporation (Rigaku) , a Japan based affiliate of Carlyle engaged in the business of manufacturing and selling X-ray analysis, measurement and testing instruments (Vertical Linkage 1). In this regard, it is submitted that the said entity availed services of Singapore based entity of Target in relation to software application development and software testing of its X-ray diffraction machines. Apart, its X-ray diffraction machines were also sold and used in India; and (ii) Arrangement between Quest Germany (Target’s Germany based entity) and another portfolio Entity of Carlyle in Germany, engaged in the manufacturing of gear units, gear boxes for wind turbines, couplings, generators, bevel gear sets etc. (Vertical Linkage 2) . The Target’s Germany based entity provides product life-cycle management (PLM) services to the German Portfolio Entity of Carlyle.

¶28

With regard to the complementarity between the products/services supplied by Hexaware (a portfolio Entity of Acquirer) and Intelizign Lifecycle Services Private Limited (Intelizign) , an acquired subsidiary of Quest Global, the Commission noted that there exists a Complementary Linkage.

¶29

The Commission decided to leave precise delineation of the relevant market open, as it is observed that because of the reasons stated below, the Combination has not caused and is not likely to result in appreciable adverse effect on competition ( AAEC ), irrespective of the manner in which the relevant market is delineated.

¶30

In relation to the Vertical Linkage 1, the Commission noted that the entity Rigaku derived an insignificant revenue of its global revenue from India and also render miniscule portion of Target’s services to the clients based in India. Further, with respect to the Vertical Linkage 2, the Commission noted that the arrangement pursuant to said linkage is between two offshore entities and does not have any nexus with India. It is also noted that the Target had insignificant market share in the outsourced ER&D market and another portfolio entity of Carlyle in Germany had

¶31

Page 3 of 4

¶32

Combination Registration No. C – 2025/07/1307

¶33

insignificant presence in India and derived miniscule portion of its global revenue from India. In view of the same, the Commission is of the view that the Combination is not likely to confer any ability or incentive to the Parties to foreclose competition in relation to aforesaid markets.

¶34

With regards to the potential complementary linkages in relation to products/services supplied by the Hexaware and Intelizign, the Commission noted that the value of services provided by Intelizign was insignificant during the relevant period, accordingly, potential complementary linkages also do not raise any foreclosure related competition concern.

¶35

Considering the material on record, including the details provided in the notice and the assessment of the Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Combination is not likely to have AAEC in India. Therefore, the Commission approves the Combination under Section 31(1) of the Act.

¶36

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

¶37

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

¶38

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

¶39

Page 4 of 4

1. Ca Plume Investments 2. Bequest Inc.

Case brief

What is this about?

What did the court decide?

1. Ca Plume Investments 2. Bequest Inc.

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

Case details

Similar cases