CCI competition order C-2025/05/1283 · 20 May 2026
Official title
Manipal Health Systems Private Limited and Manipal Education and Medical Group India Private Limited
Summary
Check the official recordThe Competition Commission of India has imposed a penalty of INR 50,00,000 on Manipal Health Systems Private Limited and Manipal Education and Medical Group India Private Limited for violating mandatory notification requirements under the Competition Act, 2002. The Acquirers consummated the acquisition of shares in Aakash Educational Services Limited without prior approval from the Commission. While the Acquirers cited financial distress of the Target and a commitment to stakeholder interests as mitigating factors, the Commission held that the merger control regime is mandatory and suspensory. The penalty must be paid within 60 days of receiving the order. This decision follows previous instances of non-compliance by the Acquirers regarding the same Target.
What you must do
Key dates
Who is affected
If you do not comply
Combination Registration No. C-2025/05/1283 Non-Confidential
20 May 2026
Proceedings under Section 43A of the Competition Act, 2002 in relation to notice filed under sub-section (2) of Section 6 of the Act by Manipal Health Systems Private Limited and Manipal Education and Medical Group India Private Limited.
CORAM:
Ms. Ravneet Kaur Chairperson
Mr. Anil Agrawal Member
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Appearances: Mr. Samir Gandhi, Advocate; Mr. Rahul Rai, Advocate; Mr. Ankit Majumdar, Advocate and Mr. Ravi Gangal, Advocate
Order under Section 43A of the Competition Act, 2002
Description of the Parties
Acquirer 1: Acquirer-1 is a privately held healthcare company in which Manipal Global Health Services (MGHS) and Acquirer-2 are majority shareholders, while MEMG Family Office LLP (MEMG FO) owns a minority shareholding. It provides a diverse range of services, including hospital services, research services, telemedicine, home healthcare, and medical tourism.
Acquirer 2: Acquirer-2, incorporated in India, is a private limited company and ultimately belongs to the Pai Family Group. Its shareholding is split between RSP Trust (India) being the sole majority shareholder and MEMG FO, MEMG International India Private Limited and Dr. Arun being its minority shareholders. It is engaged in the provision of management consultancy services and advisory activities to customers in India and does not have any operations other than that in India.
Pai Family: The Pai Family comprises Dr. Ranjan Pai, Mrs. Shruti Pai, Ms. Sanya Pai and Ms. Rhea Pai (together referred to as “Pai Family”). The Pai Family is treated as the ultimate parent of the Pai Family Group, including the Acquirers. Thus, the Acquirers may be said to belong to the Pai Family Group.The Pai Family and Pai Family Group, including through their affiliates, are engaged in (i) running and managing hospitals and providing health care services; (ii) providing management business consultancy and other related services; (iii) providing services in finance, management, administration, legal, human resources development and other related fields; (iv) management and administration of teaching hospitals; (v) operating various hospitals or clinics for providing healthcare services; and (vi) providing educations and related services. It is submitted in the notice that educational institutions operated by the Acquirer Group offer their services primarily in the formal education segment and not in the market for non-formal education.
Target: The Target is Aakash Educational Services Limited (Target/AESL). Aakash Edutech Private Limited (AEPL) is the 100% subsidiary of the Target. The Target operates classroom centres (including its franchisee centres) (Aakash Centres) across India. Further, the Target offers its services through multiple modes such as classroom-based coaching, online learning, distance learning and hybrid learning programmes. The Target (directly or through its subsidiary or its franchisees) provides following services: (i) coaching services supplementing their classroom learning curated learning resources for class 8; (ii) preparatory coaching services for junior competitive scholarship tests and merit-based entrance tests, such as Olympiads and NTSE; (iii) coaching services supplementing their classroom learning curated learning resources for class 9 to 10; and (iv) coaching services supplementing their classroom learning curated learning resources for science stream for classes 11 and 12.
Transaction
The Commission in its Order dated 24th June 2025 approved the combination filed pursuant to, inter alia, the Share Purchase Agreement dated 30th April 2025 (SPA) entered into by the Acquirers with J. C. Chaudhry (Seller), the founder of the Target [hereinafter, the Acquirers and the Target are collectively referred to as the ‘Parties’].
Under the terms of the SPA, the Acquirers agreed to purchase approximately 11.03% of the total issued and paid-up share capital of the Target on a fully diluted basis from the Seller (Notified Transaction/Combination). Out of this, Acquirer-1 agreed to acquire 7.39%, while Acquirer-2 agreed to acquire 3.64% of the Target’s total equity shareholding.
Submissions in the Notice
With respect to Notified Transaction, it was submitted in the notice that Acquirer-1 and MEMG FO by way of Combination Registration No. C-2024/05/1142 had earlier sought the approval of the Commission for the acquisition of approximately 39.61% stake in the Target by Acquirer-1, and acquisition of approximately 8.25% stake in the Target by MEMG FO. Both of which were approved by the Commission by way of an order dated 23rd July 2024. However, MEMG FO’s proposed acquisition of 8.25% stake in the Target is still not complete due to ongoing litigation. Meanwhile, in November 2024, the shareholders of the Target approved certain amendments to its Articles of Association (AoA), pursuant to which Acquirer-1 (together with any other entities controlled by Dr Ranjan Pai or his relatives) were granted various rights in the Target in addition to the ordinary shareholder rights that vested in it by virtue of its shareholding of more than 26% in the Target.
Further, on 24th February 2025, MNI Ventures, an affiliate of the Acquirers, acquired approximately 6.91% and 0.84% of the Target’s total equity share capital from Singapore VII Topco I Pte. Limited (Singapore Topco) and BCP Asia Athena ESC (Cayman) Limited (BCP Asia), respectively (collectively, ‘Blackstone Acquisition’). Thereafter, the Combination, as mentioned above, was completed on 30th April 2025 following which the equity shareholding of the Acquirers, together with their affiliates increased to approximately 58.39%.
The Commission considered the matter in its meeting held on 24th June 2025 and observed that vide order dated 23rd July 2024, in Combination Registration No. C-2024/05/1142, the approval was granted for the acquisition of approximately 39.61% stake in the Target by Acquirer-1 and approximately 8.25% stake in the Target by MEMG FO. The said order noted that post the completion of the acquisition by MEMG FO, the Acquirers will together hold up to approximately 48% of the Target’s share capital. However, the rights in the Target granted to Acquirer-1 (together with other entities controlled by Dr Ranjan Pai or his relatives) by way of Amendment to AoA of the Target in November 2024 (AoA Amendment) and the Blackstone Acquisition were not a subject matter of approval in Combination Registration No. C-2024/05/1142. Both these events/transactions as well as the Combination notified by way of instant notice took place subsequent to and in addition to the transactions disclosed in that notice.
It was noted that various rights were granted to the Acquirer-1 (together with any other entities controlled by Dr Ranjan Pai or his relatives) in the Target by way of AoA Amendment are in addition to the ordinary shareholder rights that vested in it by virtue of its shareholding of more than 26% in the Target. ******************************* ************************************************************************ ************************************************************************ ************************************************************************ ********** However, the acquisition of these rights were made without any notice to or approval of the Commission.
Regarding Blackstone Acquisition, it was submitted in the notice that on the date of the Blackstone Acquisition, the Acquirers and their affiliates only held approximately 39.61% stake in the Target and increased their stake to approximately 48% pursuant to the transaction (which was below 50%) without acquisition of any additional rights. Hence, the said acquisition was exempt under Item 4 of the Schedule in the Competition (Criteria for Exemption of Combinations) Rules, 2024 (Item 4 Exemption).
However, it was noted that the Commission in Combination Registration No. C-2024/05/1142 had approved the acquisition of up to approximately 48% of the Target’s share capital. Considering the same, the Blackstone Acquisition i.e., acquisition of 7.75% stake in the Target by MNI Ventures (an affiliate of the Acquirers) appears to be an acquisition in addition to the combination approved in Combination Registration No. C-2024/05/1142. Given the foregoing, it appears that the Acquirers and their affiliates exceeded the threshold of 50% in the Target with the Blackstone Acquisition. Hence, the benefit of Item 4 Exemption was not applicable to the Blackstone Acquisition. Therefore, a notice in respect of the same ought to have been given to the Commission, prior to its consummation. Likewise, a notice in respect of Notified Transaction also ought to have been given to the Commission prior to its consummation.
Accordingly, an Order dated 24th June 2025 (SCN Order) was passed by the Commission under Section 43A of the Act read with Regulation 48 of the Competition Commission of India (General) Regulations, 2009, directing the Acquirers and their affiliate MNI Ventures, to explain, in writing, within a time period of 15 days from the receipt of the SCN Order, why they should not be found in contravention of the provisions of the Act and why no penalty in terms of Section 43A of the Act should be imposed upon them. The SCN Order was communicated to the Acquirers vide letter dated 16th July 2025 and the Acquirers submitted their response on 1st September 2025 (SCN Response), after seeking extension of time.
