NewQuest Asia Fund IV (Singapore) Pte. Ltd. (TPG NQ)

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1 Summary of the Proposed Transaction [In terms of Regulations 13 (1A) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations), 2011] A. Name of the parties to the combination 1. The names of the parties to the combination are: a. NewQuest Asia Fund IV (Singapore) Pte. Ltd. (TPG NQ/ Acquirer) b. Shadowfax Technologies Private Limited (SFX) (TPG NQ and SFX are collectively referred to as Parties) B. The nature and purpose of the combination 2. TPG NQ proposes to acquire certain shareholding of SFX (Proposed Transaction). 3. The Proposed Transaction is in the nature of an acquisition and is notifiable under Section 5(a)(i)(A) of the Competition Act, 2002. C. The products, services and business(es) of the Parties to the combination TPG NQ 4. TPG NQ is part of a closed private equity fund, managed by TPG NewQuest (formerly known as NewQuest Capital Partners). TPG NQ is a part of the TPG group. TPG, Inc. (TPG), is the ultimate holding company of the TPG group, which is a company listed on NASDAQ and is regulated by the Securities and Exchange Commission. TPG, including its subsidiaries, affiliates, and portfolio companies are collectively referred to as the TPG Group. 2 5. TPG NewQuest is Asia’s leading secondary private equity manager. Established in 2011 as NewQuest Capital Partners, TPG NewQuest specializes in providing strategic liquidity solutions to private equity asset owners, including private equity funds, financial institutions, and corporations. TPG NewQuest focuses on bespoke secondary transactions and makes investments both directly in companies as well as through funds. TPG NewQuest manages a diversified portfolio of private equity investments across the Asia-Pacific Region. SFX 6. Founded in 2015, SFX is a crowdsourced, tech-enabled logistics platform. It has over 3 million delivery partners registered on its platform, serving a diverse set of 200+ enterprise customers across the hyperlocal and e-commerce segments. 7. Currently, SFX is present in 2000+ cities in India, delivering over 1.5 million parcels every day to end consumers ordering a wide array of e-commerce, food, grocery, FMCG, electronics, consumer durables, pharma and apparel products. D. The respective markets in which the parties to the combination operate 8. It is submitted that TPG NQ is not directly engaged in any business activity that is similar to or has vertical or complementary linkages to SFX. However, some of the entities belonging to the TPG Group have horizontal overlaps and vertical relationships with the business of SFX in India. However, the Proposed Transaction does not raise any competition concerns. The definition of the relevant product and geographic market may ultimately be left open, as the relevant markets are highly competitive, and the Proposed Transaction will neither cause nor is likely to cause any appreciable adverse effect on competition. 9. In any event, to aid and assist the Hon’ble Commission in its assessment, it is 3 submitted that the relevant market definition based on the overlapping business activities of the Parties may be defined as follows: Horizontal overlap a. the market for the provision of overall logistics services in India; b. the market for the provision of 3P logistics services in India; c. the market for the provision of 3P services for e-commerce in India; d. the market for the provision of freight services in India; e. the market for the provision of warehousing services in India. Vertical overlap a. Upstream market for the provision of overall logistics services/ 3P logistics services in India, and the downstream market for the overall market for online B2B and B2C sales in India; and b. Upstream market for the provision of online logistics aggregation services in India, and the downstream market for overall logistics services / 3P logistics services in India. *************