Knowledge Realty Trust (“Acquirer REIT”), acting through its manager, Knowledge Realty Office Management Services Private Limited​

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/03/1264

13th May 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Knowledge Realty Trust acting through its manager, Knowledge Realty Office Management Services Private Limited

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 25th March 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Knowledge Realty Trust (Acquirer REIT), acting through its manager, Knowledge Realty Office Management Services Private Limited (formerly known as Trinity Office Management Services Private Limited) (Manager) (collectively, ‘Notifying Parties’).

2. The Notice was filed pursuant to the execution of (i) Trust Deed entered into between the Manager, BREP Asia SG L&T Holding (NQ) Pte. Ltd (Blackstone Sponsor), Sattva Developers Private Limited (Sattva Sponsor), Axis Trustee Services Limited (Trustee) dated 10th October 2024; (ii) Investment Management Agreement entered into between the Trustee (on behalf of the Acquirer REIT), and the Manager dated 10th October 2024, as amended by the Amendment Agreement dated 4th March 2025; (iii) Draft Offer Document for public offer of the units of the Acquirer REIT, filed with the SEBI on 6th March 2025 (DOD); (iv) Manager’s Shareholders’ Agreement dated 5th March 2025 executed among certain entities forming part of the Blackstone Sponsor Group and Sattva Sponsor Group, and the Manager (Manager SHA) and (v) Sponsor Inter-se Agreement entered into between the Blackstone Sponsor and the Sattva Sponsor dated 4th March 2025.

3. The Proposed Combination comprise:

• a) Initial Portfolio Transactions:
  • i. direct acquisition of the Blackstone Entities1 (except OBSEPL and PBSEPL) by the Acquirer REIT from the Blackstone Sponsor Group2 and certain third-party shareholders;
  • ii. direct acquisition of the Sattva Entities3 (including a portion of the shareholding of DEPL, SRPPL and NDPL) by the Acquirer REIT from the Sattva Sponsor Group4 and certain third-party shareholders;

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1 Blackstone Entities: (i) Cessna Garden Developers Private Limited (CGDPL); (ii) One BKC Realtors Private Limited (OBRPL); (iii); One BKC Solar Energy Private Limited (OBSEPL); (iv) Prima Bay Private Limited (PBPL); (v) Prima Bay Solar Energy Private Limited (PBSEPL); (vi) Exora Business Park Private Limited (EBPPL); (vii) Kosmo One Business Park Private Limited (KOBPPL); (viii); One International Center Private Limited (OICPL); (ix) One Qube Realtors Private Limited (OQRPL); (x)One World Center Private Limited (OWCPL); (xi) Pluto Atriza Business Parks Private Limited (PABPPL); (xii) Pluto Business Parks Private Limited (PBPPL); (xiii) BSP Office Management Services Private Limited (BSPOMSPL); and (xiv) Pluto Solista Business Parks Private Limited (PSBPPL).

2 Defined in the DOD to mean: the Blackstone Sponsor (i.e., BREP Asia SG L&T Holding (NQ) Pte. Ltd) and the following entities: (i) Ariston Investments Sub A Limited; (ii) FIM HoldCo I Limited; (iii) BREP Asia II Indian Holding Co IV (NQ) Pte. Ltd.; (iv) BREP Asia SG L&T Holding III (NQ) Pte Ltd; (v) BREP Asia SG L&T Holding II (NQ) Pte. Ltd.; (vi) BREP Asia SBS L&T Holding (NQ) Ltd.; (vii) BREP VIII SBS L&T Holding (NQ) Ltd.; (viii) BREP Asia II SBS Indian Holding Co IV (NQ) Ltd.; (ix) BREP VIII SBS Indian Holding Co IV (NQ) Ltd.; (x) BREP Asia II SBS Chennai Holding (NQ) Ltd.; (xi) BREP VIII SBS Chennai Holding (NQ) Ltd.; (xii) BREP Asia SBS DRPL Holding (NQ) Ltd.; (xiii) BREP Asia SG DRPL Holding (NQ) Pte. Ltd.; (xiv) BREP VIII SBS DRPL Holding (NQ) Ltd.; (vx) BREP Asia II Indian Holding Co VII (NQ) Pte. Ltd.; (xvi) BREP Asia SBS Indian L&T Holding II (NQ) Ltd.; (xvii) BREP VIII SBS Indian L&T Holding II (NQ) Ltd.; (xviii) BREP Asia II SBS Indian Holding Co VIII (NQ) Ltd.; (xix) BREP Asia II Indian Holding Co VIII (NQ) Pte Ltd; and (xx) BREP IX SBS Indian Holding Co VIII (NQ) Ltd. Ariston Investments Sub A Limited and FIM HoldCo I Limited will not be members of the Blackstone Sponsor Group upon consummation of the OWCPL Scheme of Arrangement (as defined in the DOD).

3 Sattva Entities: (i) Darshita Hi – Rise Private Limited (DHRPL); (ii) Softzone Tech Park Limited (STPL); (iii) Salarpuria Builders Private Limited (SBPL); (iv) Darshita Edifice Private Limited (DEPL); (v) Darshita Housing Private Limited (DHPL); (vi) Debonair Realtors Private Limited (DBRPL); (vii) Jaganmayi Real Estates Private Limited (JRPL); (viii) Salarpuria Developers Private Limited (SDPL); (ix) Sattva Horizon Private Limited (SHPL); (x) Sattva Knowledge Centre Private Limited (SKCPL); (xi) Shirasa Regency Park Private Limited (SRPPL); (xii) NABS Datazone Private Limited (NDPL); (xiii) Harkeshwar Realtors Private Limited (HRPL); (xiv) Quadro Info Technologies Private Limited (QITPL); (xv) Salarpuria Griha Nirman Private Limited (SGNPL); (xvi) Sattva Infra Management Private Limited (SIMPL); and (xvii) Sattva Properties Management Private Limited (SPMPL).

4 Defined in the DOD to mean: the Sattva Sponsor (i.e., Sattva Developers Private Limited) and the following persons: (i) Vriddhii Family Trust; (ii) Bijay Kumar Agarwal; (iii) Niru Agarwal; (iv) Sattva Real Estate Private Limited; (v) Neelanchal Properties LLP; (vi) Darshita Landed Property LLP; (vii) Nabs Vriddhii LLP (formerly known as Neelanchal Edifice LLP); (viii) Neelanchal Mansion Clump LLP; (ix) Mindcomp Constructions LLP; (x) Neelanchal Investments; and (xi) Gaurav Commodeal Private Limited.

• iii. direct acquisition of the JV Entities5 (except MCPL) from the Blackstone Sponsor Group and Sattva Sponsor Group; and

• iv. indirect acquisition of DEPL (through DHRPL), MCPL (through DRPL), PBSEPL (through PBPL), OBSEPL (through OBRPL), SRPPL (through DHRPL, DBRPL, GVTPL, HRPL, QITPL, SDPL, SGNPL and STPL) and NDPL (through JRPL and SHPL). [Blackstone Entities, Sattva Entities and JV Entities are collectively referred to as the ‘Target Entities’]

• b) Unit Allotment: The Blackstone Sponsor Group, Sattva 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 its Manager).

4. Subsequent to the Proposed Combination, the Acquirer REIT proposes to undertake an initial public offering and list its units on recognized stock exchanges in India.

5. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 8th April 2025 and 22nd April 2025, certain information and clarifications were sought from the Notifying Parties. The responses to these letters were submitted by the Notifying Parties on 15th April 2025 and 29th April 2025, respectively (Response).

6. Acquirer REIT has been set up as a contributory, determinate and irrevocable trust under the provisions of the Indian Trusts Act, 1882, pursuant to the Trust Deed dated 10th October 2024. It was registered with the SEBI on 18th October 2024 as a real estate investment trust under Section 3(1) of the REIT Regulations. It is submitted that post the Proposed Combination, the Acquirer REIT will be a listed entity with public

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5 JV Entities are the entities belonging jointly to Blackstone Sponsor Group and Sattva Sponsor Group. They are (i) Devbhumi Realtors Private Limited (DRPL); (ii) Orwell Horizon Properties Private Limited (OHPPL)l; (iii) Octave Viventi Developers Private Limited (OVDPL); (iv) Bhumi Axis Infrastructures Private Limited (BAIPL); (v) Devbhumi Urban Spaces Private Limited (DUSPL); (vi) Mindcomp Regency Park Private Limited (MRPPL); (vii) GV Techparks Private Limited (GVTPL); (viii) Darshita Infrastructure Private Limited (DIPL); (ix) Worldwide Realcon Private Limited (WRPL); and (x) Moonlike Construction Private Limited (MCPL).