Approval of Acquisition of Shareholding in Apollo Health and Lifestyle Limited · C-2025/11/1344

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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/11/1344

20th January 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Apollo Hospitals Enterprise Limited

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

1. On 17th November 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by Apollo Hospitals Enterprise Limited (Acquirer). The Notice is filed pursuant to the execution of Share Sale Agreement dated 29th September 2025 amongst the Acquirer, Apollo Health and Lifestyle Limited (Target), and International Finance Corporation (IFC) and Share Sale Agreement dated 29th September 2025 executed amongst the Acquirer, Target, and IFC EAF Apollo Investment Company (EAF) [hereinafter, Acquirer and Target are collectively referred to as ‘Parties’ and IFC and EAF are collectively referred to as ‘Sellers’].

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2. The Proposed Combination envisages an acquisition of additional shareholding of 30.58% by the Acquirer in the Target from the Sellers. Currently, the Acquirer holds a 68.84% shareholding in the Target, which will increase to 99.42% post-Proposed Combination.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 28th November 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 10th December 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 18th December 2025, and the response dated 7th January 2026 was furnished by the Acquirer, after seeking extension of time. The Acquirer also submitted certain voluntary submissions vide email dated 12th January

5. The Acquirer is a publicly listed company and is the parent company of the Apollo Hospitals group. The promoter group holds 28.02% shareholding in the Acquirer, and the public shareholders hold the remaining 71.98% shareholding. The Acquirer Group comprises the Acquirer and its subsidiaries and affiliates. The Acquirer group is engaged in providing a variety of services in the healthcare sector in India. Its hospitals are spread across various states of India. It provides various medical services such as cardiology, gastroenterology, pediatrics, oncology, pulmonology, sports medicine, cosmetology, dentistry, etc. The Acquirer Group also provides diagnostic services, telemedical consultations, wholesale sale of pharmaceutical products, insurance distribution services, online platform services for booking doctor appointments and diagnostic tests, etc.

6. The Target Group, comprising the Target and its subsidiaries and affiliates, is engaged in the provision of primary and secondary healthcare services, diagnostic services, and telemedical consultation services in India. The Target is a subsidiary of the Acquirer and belongs to the Apollo Hospitals group.

7. With regard to horizontal overlaps, it is submitted that both the Acquirer Group and the Target Group exhibit overlap in the broad markets for the provision of (a) healthcare

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services, (b) diagnostic services, and (c) telemedical consultation services, in India.

7. In the broad market for the provision of healthcare services, the Acquirer has considered the presence of the Parties at the pan-India as well as city level. The overlapping cities are Chennai, Hyderabad, Bengaluru, Mumbai, Kolkata, Delhi, Bhubaneswar, Lucknow, Indore, Guwahati, Madurai, Trichy, Nellore, Visakhapatnam, Kakinada, Mysore, Nashik, Bilaspur, and Karaikudi. The market for the provision of healthcare services is delineated into primary, secondary, tertiary, and quaternary services. As the Target Group is not engaged in the provision of tertiary and quaternary services, Parties exhibit overlaps in the segment of primary and secondary healthcare services only. For the primary healthcare services segment, the Acquirer has considered overlaps at the city level and the overlapping cities are Chennai, Hyderabad, Bengaluru, Mumbai, Kolkata, Delhi, Indore, Guwahati, Madurai, Trichy, Visakhapatnam, Kakinada, Mysore, and Nashik. For the secondary healthcare services segment, the Acquirer has considered the overlaps at the specialty level in each of the overlapping cities, and the overlapping cities are Chennai, Hyderabad, Bengaluru, Mumbai, Delhi, Guwahati, Visakhapatnam, and Nellore.

8. In the broad market for the provision of diagnostic services, the Acquirer has considered the presence of the Parties at the pan-India as well as the city level. The overlapping cities are Chennai, Hyderabad, Bengaluru, Mumbai, Kolkata, Delhi, Bhubaneswar, Indore, Guwahati, Madurai, Trichy, Visakhapatnam, Mysore, and Nashik. The market for the provision of diagnostic services is delineated into pathology services and radiology services. The Parties are present in both these segments. For pathology services, the Acquirer has considered overlaps at the pan-India level and at the city level. The overlapping cities are Chennai, Hyderabad, Bengaluru, Mumbai, Kolkata, Delhi, Bhubaneswar, Indore, Guwahati, Madurai, Trichy, Visakhapatnam, Mysore, and Nashik. For radiology services also, the Acquirer has considered overlaps at the pan-India level and at the city level. The overlapping cities are Chennai, Hyderabad, Bengaluru, Mumbai, Delhi, Visakhapatnam, and Mysore.

9. With regard to vertical relationships, the Parties exhibit the following overlaps:

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a. Existing overlap between the provision of online platform services for booking doctor appointments in India (upstream) by the Acquirer Group and the provision of telemedical consultation services in India (downstream) by the Target Group. b. Potential overlap between the provision of diagnostic services (upstream) by the Acquirer Group and the provision of healthcare services (downstream) by the Target Group. Similarly, potential overlap between the provision of diagnostic services (upstream) by the Target Group and the provision of healthcare services (downstream) by the Acquirer Group. c. Potential overlap between the wholesale sale and distribution of pharmaceutical products in India (upstream) by the Acquirer Group and the provision of healthcare services in India (downstream) by the Target Group. d. Potential overlap between the wholesale sale and distribution of pharmaceutical products in India (upstream) by the Acquirer Group and the provision of diagnostic services in India (downstream) by the Target Group.

10. With regard to complementary linkages, the Parties exhibit the following overlaps: a. Provision of online platform services for booking doctor appointments in India by the Acquirer Group and the provision of healthcare services in India by the Target Group. b. Provision of online platform services for booking diagnostic services in India by the Acquirer Group and the provision of diagnostic services in India by the Target Group. c. Distribution of health insurance in India by the Acquirer Group and the provision of healthcare services in India by the Target Group.

11. The Commission decided to leave the delineation of the relevant market open as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India.

12. Based on the submissions of the Acquirer, with regard to horizontal overlaps, the Commission observed that the incremental market share is in the range of [0-5]% for the broad markets for provision of healthcare services, diagnostic services, and telemedical

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consultation services in India, as well as their segments/sub-segments, wherever applicable. In the broad market for provision of healthcare services, the combined market share of the Parties is in the range of [5-10]% in eight cities and [0-5]% at the pan-India level, as well as in the remaining overlapping cities, in terms of operational beds. In the primary healthcare services segment, the combined market share is in the range of [0- 5]% in all cities. In the secondary healthcare services segment, the combined market share is in the range of [5-10]% in 10 specialties across different cities and [0-5]% in the remaining specialties across cities. In the broad market for provision of diagnostic services, the combined market share is in the range of [5-10]% in three cities and [0-5]% at the pan-India level, as well as in the remaining overlapping cities. For the pathology services segment, the combined market share is in the range of [10-15]% in one city, [5- 10]% in three cities, and [0-5]% at the pan-India level, as well as for all remaining cities. For the radiology services segment, the combined market share is in the range of [0-5]% at the pan-India level, as well as in all overlapping cities. In the market for the provision of telemedical consultation services in India, the combined market share is in the range of [0-5]%.

13. With regard to vertical and complementary overlaps, the Commission noted that the presence of the Parties is not likely to cause any competition concern as there appears to be no ability and incentive to foreclose the competition in any of the market(s).

14. 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. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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

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

17. The Secretary is directed to communicate to the Acquirer accordingly.