Bagmane Prime Office REIT Acquisition of Target Entities

COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2026/01/1372)

3rd March 2026 Notice under Section 6(2) of the Competition Act, 2002 jointly filed by Bagmane Prime Office REIT and Bagmane Developers Private Limited.

CORAM:

Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

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

1. On 22nd January 2026, the Competition Commission of India (Commission) received a notice (Notice), under Section 6(2) of the Competition Act, 2002 (Act), filed by Bagmane Prime Office REIT (Acquirer REIT), acting through its manager, Bagmane Realty Investment Manager Private Limited (Manager); Bagmane Developers Private Limited (BDPL); and BREP Asia III India Holding Co VIII Pte. Ltd. (Bx Investor) [Hereinafter, Acquirer REIT, BDPL, and Bx Investor are collectively, referred to as “Notifying Parties”].

2. The Notice was filed pursuant to inter alia execution of the following – (a) Draft Offer Document for public offer of the units of the Acquirer REIT, filed with the Securities and Exchange Board of India (SEBI) on 30th December 2025 (DOD); (b) Investment Management Agreement entered into between the Acquirer REIT (acting through Axis Trustee Services Limited (Trustee)) and the Manager dated 30th May 2025; (c) Trust deed entered into between the Bagmane Realty and Infrastructure LLP (Sponsor) and the Trustee dated 30th May 2025 (Trust Deed); and (d) Share acquisition agreements to be executed in relation to the acquisition of BDPL, Bagmane Rio Private Limited (BRPL), and Bagmane Green Power LLP (BGPL) [Hereinafter, BDPL, BRPL and BGPL are collectively referred to as “Target Entities”].

3. As per the Notice, the Proposed Combination is structured in a manner that Acquirer REIT will acquire 100% shares of BDPL, and consequently, indirectly acquire shareholding in BRPL and BGPL. The Sponsor Group and certain third-party shareholders of the Target Entities will be issued units of the Acquirer REIT, in consideration for the transfer of their shareholding in the Target Entities to the Acquirer REIT (acting through the manager).

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letters dated 05th February 2026 and 16th February 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirer REIT. The responses to the same were received on 09th February 2026 and 18th February 2026. The Acquirer REIT also made certain additional submissions vide email dated 24th February 2026, pursuant to which Bx Investor became the notifying party.

5. The Acquirer REIT has been set up as a contributory, determinate and irrevocable trust on 30th May 2025 at Bengaluru, India under the provisions of the Indian Trusts Act, 1882 pursuant to the Trust Deed. The Acquirer REIT was registered with SEBI on 15th July 2025 at Mumbai as a real estate investment trust under Regulation 3(1) of the SEBI (Real Estate Investment Trusts) Regulations, 2014 (as amended) (REIT Regulations). The decisions relating to management of Acquirer REIT is taken by the majority consent of the board of directors of the Manager or its sub-committees or put to vote to the unitholders. The Manager of the Acquirer REIT is currently held by the Sponsor and Raja Bagmane.

6. The Target Entities belongs to the Bagmane group founded in 1996, which is focused on commercial real estate and are developers of business parks in Bengaluru. They are involved primarily in the development, leasing and maintenance of commercial office spaces, hospitality business as well as allied services like generation of power through renewable sources.

7. The Commission considered the activities of the affiliates of the Manager that have presence in India (Bagmane Group Affiliates) and the Target Entities for competition assessment of the Proposed Combination. Based on the submissions, horizontal overlaps are identified between the activities of Bagmane Group Affiliates and Target Entities in the: (a) Market for Commercial Real Estate in Bengaluru (Bengaluru Real Estate Market); and (b) Broad Market for Power Generation through Renewable Energy Sources in India and its narrow segment for Solar Power Generation in India (Power Generation Market).

8. The Commission decides to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible horizontal and vertical relevant market(s) in India.

9. Based on the submissions, the Commission noted that the combined market share of the Parties in the Bengaluru Real Estate Market is in the range of [5-10]% and [10-15]% on volume and value basis, respectively. Further, the market share in the Power Generation Market is in the range of [0-5]%. Also, each of these markets is characterised by presence of several other players and Parties have low individual and incremental market shares.

10. 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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

11. This order shall stand revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

12. 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.

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