Acquisition of Macquarie AirFinance Limited by Dubai Aerospace Enterprise

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/04/1404

2nd June 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Dubai Aerospace Enterprise (DAE) Ltd and DAE Eirecam Designated Activity Company

CORAM: Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

I. Background

1. On 2nd April 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Dubai Aerospace Enterprise (DAE) Ltd (Acquirer 1) and DAE Eirecam Designated Activity Company (Acquirer 2) [collectively referred to as ‘Acquirers/Notifying Parties’] in relation to acquisition of 100% shareholding, and thereby sole control, of Macquarie AirFinance Limited (Target) by Acquirer 1 through Acquirer 2 (Proposed Combination) [The Acquirers and Target are collectively referred to as ‘Parties’].

2. The Notice was filed pursuant to the share purchase agreement entered into among Acquirer 1 and Macquarie Transportation Finance Limited (Macquarie), Stichting Depositary PGGM Infrastructure Funds (PGGM), and Australian Retirement Trust Pty Ltd as trustee for Australian Retirement Trust (ART) (collectively referred to as ‘Sellers’) dated 26th February 2026 (SPA).

3. In accordance with Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letters dated 17th April 2026 and 30th April 2026 (RFIs), certain information and clarifications were sought from the Acquirers. The Acquirers submitted the responses to RFIs on 24th April 2026 and 8th May 2026, respectively (Response).

II. Parties to the Combination

4. Acquirer 1 is a globally active lessor of civil aviation aircraft headquartered in Dubai. It consists of two divisions: DAE Capital and DAE Engineering. DAE Capital carries out aircraft leasing, aircraft trading, and provides aircraft investor services. In respect of aircraft leasing, it is active in leasing regional, narrow-body, and wide-body aircraft. DAE Engineering, through its downstream entities, provides regional maintenance, repair, and overhaul (MRO) services to customers in Europe, the Middle East, Africa, and South Asia. Acquirer 2 is an indirect wholly owned subsidiary of Acquirer 1 and it has no business operations at present.

5. Acquirers are ultimately owned by the Investment Corporation of Dubai (ICD), which is the principal investment arm of the Government of Dubai. ICD manages a broad portfolio of assets, both locally and internationally, across a wide spectrum of sectors. Major portfolio companies of ICD active in the air transportation sector are: (i) Emirates, an airline primarily active in air transport; (ii) dnata, a ground handling, cargo, catering, retail, and travel services provider; and (iii) Dubai Aviation Corporation (flydubai), an airline primarily active in air transport. ICD has been stated to be the ultimate controlling person/entity of the Acquirers. Accordingly, ICD, along with its affiliates identified in accordance with the materiality thresholds, is referred to as the ‘Acquirer Group’.

6. The Target is a globally active lessor of civil aviation aircraft headquartered in Dublin. It primarily leases narrow-body aircraft, and to a lesser extent, wide-body aircraft to airlines. In addition to aircraft leasing, the Target carries out aircraft trading. The Target, along with its downstream affiliates identified in accordance with the materiality thresholds, is referred to as the ‘Target Group’.

III. Competition Assessment

7. For the purpose of identifying the relevant areas for competition assessment of the Proposed Combination, the Commission considered the activities of the Acquirer Group in India on the one hand, and the activities of the Target Group in India, on the other hand. Based on information contained in the Notice, the activities of the Parties mainly overlap in the aircraft leasing market and specifically in the dry leasing of aircrafts. Further, a potential vertical linkage is identified between: (i) the Acquirer Group’s and the Target Group’s upstream activity of dry leasing of aircraft to airlines worldwide; and (ii) the Acquirer Group’s downstream activity of providing air passenger transport services, offered through Emirates and flydubai.

Relevant Product Market

8. Dry leasing involves the leasing of an aircraft without a crew, maintenance services or insurance. In other words, under a dry lease, the lessor provides only the aircraft, while the lessee (i.e., an airline) assumes responsibility for operations (i.e., crew, maintenance services, insurance, fuel, and regulatory compliance). The Commission observed that dry leasing constitutes a separate and distinct type of leasing arrangement which can be distinguished from the market for wet leasing or damp leasing and franchise services. Dry leasing involves only the lease of the aircraft, whereas wet leasing and franchise services involve the leasing of an aircraft with crew and include other services.

9. The market for dry leasing can be further segmented based on aircraft size. The potential segments based on aircraft size are set out below:

i. Wide-body aircraft: Wide-body aircraft are large, twin-aisle aircraft primarily deployed on long-haul international routes, with a significant cargo capacity, such as Boeing 777 and 787 and Airbus A330 and A350. ii. Narrow-body aircraft: Narrow-body aircraft are single-aisle aircraft, typically utilised for medium to short-haul routes, for domestic or regional international operations, such as Airbus A320, A321 or Boeing 737. This is the most active segment of the aircraft leasing market in India, given the predominance of low- cost carriers on high-frequency domestic routes. iii. Regional aircraft: Regional aircraft are smaller aircraft deployed for low- frequency routes, typically to bridge routes along secondary cities.

10. The Commission further noted that the dry leasing may also be further segmented according to types of leases e.g. sale and lease back, as opposed to direct leasing, wherein an airline sells to a lessor an aircraft it already has in its fleet or an aircraft it has on order from an aircraft manufacturer (airframer) and immediately leases it back from the lessor. However, given that the Proposed Combination does not raise competition concerns regardless of the exact delineation of this market, as detailed further, the Commission decided to leave the precise product market definition open for the purposes of the assessment of the Proposed Combination.

Relevant Geographic Market

11. The Proposed Combination relates to dry leasing of aircrafts. From a demand-side perspective, the lessees (i.e., airlines) have global or at least pan-India operations. They freely can (and routinely do in practice) deploy aircraft across countries, without maintaining a country-specific fleet. As a result, these lessees/airlines freely substitute between lessors located in any part of the world to meet their fleet requirement. From a supply side perspective, lessors offer their services on a global level, allocating fleet capacity across jurisdictions without geographic restriction. The Commission noted that most lessees (i.e., airlines) have global presence/ operations and they purchase dry- leasing services worldwide and also that the lessors offer their services on a global level, allocating fleet capacity across jurisdictions without geographic restriction. The Commission also observed that the Parties dry lease aircrafts at a worldwide level as well as to airlines in India. Accordingly, the Commission carried out competition assessment at India as well as worldwide level. Given that the assessment at both levels, do not raise a competition concern, as detailed further, the precise market definition has been left open.

12. Regarding downstream activity of providing air passenger transport services, the Commission noted that an assessment at a pan-India level should suffice in the context of the Proposed Combination since the upstream market concerns dry leasing of aircraft which operates at a worldwide level, and in the narrower segment, at pan-India level. Any airline, regardless of the routes it operates, can procure aircraft via dry lease and deploy it across any route in its network.

13. Based on the Parties’ presence and offerings in India, the competition assessment has been carried out in the following horizontal overlaps and vertical linkage:

I. Horizontal overlaps in broader markets of dry leasing of aircraft to airlines worldwide and in India (Broad DL Markets) and narrower markets of dry leasing of narrow-body aircraft to airlines worldwide and in India (Narrow DL Markets) [collectively, ‘Horizontal Markets’]. II. Vertical linkage in the upstream market for dry leasing of aircraft to airlines worldwide, and downstream market for air passenger transport services in India (APT Market) [Vertical Linkage]. 14. The Commission considered the market presence of Parties in each of the Horizontal Markets and the Vertical Linkage and observed that the combined market share of the Parties at the worldwide level in the Broad DL Market and Narrow DL Market is in the range of [5-10]%, with an increment of [0-5]%. As regards at the India level, the combined market share of the Parties in the Broad DL Market and Narrow DL Market are [10-15]% and [5-10]%, respectively, with an increment of [0-5]% in each. It is also observed that the top players active in India are equally strong at the worldwide level, for example, AerCap Holdings N.V. appears to be the market leader followed by SMBC Aviation Capital Ltd., with market share over 10% in most market segments. Other established competitors include Avolon Holdings Limited, BOC Aviation Limited etc. which are present at worldwide level as well as at India level having market shares around or over 5%. Besides, there are other competitors at the world level, and at India level also, which will continue to exert strong competitive constraints on the Parties. Regarding the Vertical Linkage, the Commission observed that the Acquirer Group (through Emirates and flydubai) has a market share of [0-5]% in the downstream APT Market, which is miniscule to change the incentives or ability of the Parties to raise any foreclosure concerns.

15. 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 appreciable adverse effect on competition in India. The Commission, thus, approves the Proposed Combination under Section 31(1) of the Act.

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

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

18. The Secretary is directed to communicate to the Notifying Parties accordingly.