Platinum Jasmine A 2018 Trust (acting through its trustee Platinum Owl C 2018 RSC Limited)

COMPETITION COMMISSION OF INDIA
Combination Registration No.C-2025/07/1304

19th August 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Platinum Jasmine A 2018 Trust (acting through its trustee Platinum Owl C 2018 RSC 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 23rd July 2025, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by Platinum Jasmine A 2018 Trust (acting through its trustee Platinum Owl C 2018 RSC Limited) (Acquirer).

2. The Notice has been filed pursuant to execution of inter alia the following documents dated 19th July 2025: (a) Share Subscription Agreement (SSA) entered amongst Acquirer and the Micro Life Sciences Private Limited (Target); (b) Share Purchase Agreement (SPA) entered amongst Acquirer, Target and Bilakhia Holdings Private Limited (Promoter); and (c) Shareholders’ Agreement (SHA) entered amongst South Elm Investments B.V., Acquirer, Promoter and Target [Hereinafter, Acquirer and Target are collectively referred to as “Parties”].

3. The proposed combination entails: (i) subscription to certain equity shares amounting to 1.53% by the Acquirer to be issued by the Target; and (ii) purchase of equity shares amounting to 1.53% of the Target by the Acquirer from the Promoter, amounting to approximately 3.06% shareholding in the Target (Proposed Combination).

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 04th August 2025, certain information(s)/clarification(s), relevant for the purpose of assessment of the combination were sought from the Acquirer. The complete response to the same was received on 11th August 2025.

5. The Acquirer is an investment entity owned and controlled by Abu Dhabi Investment Authority (ADIA) and has made several investments across the world in various sectors, including in India. It does not carry out any other business activities in India or globally. It is an independent globally diversified investment institution whose sole mission is to: (a) invest funds on behalf of the Government of the Emirate of Abu Dhabi and (ii) make available the necessary financial resources to secure and maintain the future welfare of the Emirate. In India, ADIA holds, directly or through its subsidiaries, investments in numerous asset classes including equities, fixed income, real estate and private equity, among others.

6. The Acquirer is a part of the ADIA Group (Acquirer Group). The Acquirer Group constitutes all entities that meet any of the criteria under the definition of ‘group’ as per clause (b) of Explanation to Section 5 of the Act,¹ starting with ADIA. The Acquirer Group (including its affiliates) manufactures and sells ‘over-the-counter’ (OTC) products, consumer wearable devices such as smart rings and glucose monitors, which are inter alia used for tracking ovulation, sleep cycle, heart rate and glucose levels. These products may fall within the broad category of medical devices. Further, the Acquirer Group (through its affiliate) is also engaged in the retail sale of pharmaceutical products, cosmetics and medical goods through a pharmacy retail chain.

7. The Target belongs to the ‘Bilakhia group’.² Bilakhia Holdings Private Limited, the ultimate parent company of the entities belonging to the Bilakhia group, is the promoter of the Target. In India, the Target and its subsidiaries are primarily engaged in manufacture and sale of medical devices and OTC products that include: (a) medical devices in various categories such as stents, percutaneous transluminal coronary angioplasty catheters, heart valves, orthopedic implants, and endo-surgery products such as sutures, staplers, meshes and intrauterine devices; (b) in-vitro diagnostics analyzers and reagents; and (c) self-testing kits, such as COVID self-test kits and pregnancy test kits. They are also engaged in the B2C sale of certain specialized medical devices such as surgical robots and ultrasonic energy devices to hospitals and has research and development facilities for in-vitro diagnostic, orthopedic, endo-surgery and cardiovascular solutions.

8. For the purpose of overlap assessment, the activities of the Acquirer Group (including its affiliates) and the Target (and its downstream affiliates) in India have been considered. Based on the submission of the Parties, it is noted that the Acquirer Group and the Target exhibit horizontal overlaps in: (i) ‘market for manufacture and sale of medical devices in India’ (Medical Devices Market), and (ii) ‘market for manufacture and sale of OTC products in India’ (OTC Market).

9. In addition to the horizontal overlaps, the Acquirer Group (including its affiliates) and the Target (and its downstream affiliates) exhibit a potential vertical linkage in the upstream market of ‘market for manufacture and sale of self-testing kits in India’ (Upstream Market) and the downstream market of ‘market for retail sale of self-testing kits in India’ (Downstream Market).

10. The Commission decides to leave the precise delineation of the relevant market open, as it was observed that, because of the reasons stated below, the Proposed Combination is not likely to result in appreciable adverse effect on competition (AAEC) irrespective of the manner in which the relevant market is delineated.

11. Based on the submissions of the Parties, it is noted that the combined market share of the Parties in the Medical Devices Market and the OTC Market is in the range of [0-5] % and [5-10] % respectively, with insignificant incremental market shares. Further, each of these markets is characterised by the presence of several other credible players like Wipro GE Healthcare Pvt. Ltd., Siemens Healthcare Pvt. Ltd., Abbott India Limited, Dabur India Limited etc. Regarding the vertical linkage, it is noted that the market shares of the Target in the Upstream Market and that of the Acquirer Group (including its affiliates) in the Downstream Market is less than 1%. Thus, the Proposed Combination is not likely to raise competition foreclosure concern in any of the relevant market(s) identified above.

12. 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.

13. This order may stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

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

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

Footnotes

1. Group refers to two or more enterprises where one enterprise is directly or indirectly, in a position to: exercise 26% or such other higher percentage as may be prescribed, of the voting rights in the other enterprise; or appoint more than 50% of the members of the board of directors in the other enterprise; or control the management or affairs of the other enterprise. ↩

2. Bilakhia group constitutes all entities that meet any of the criteria under the definition of ‘group’ as per clause (b) of the Explanation to Section 5 of the Act starting from Bilakhia Holdings (Ibid). ↩