1. Manipal Health Systems Private Limited   2. Manipal Education and Medical Group India Pvt Ltd

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Page 1 of 5 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/05/1283 24th June 2025 Notice under Section 6(2) of the Competition Act, 2002 filed 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 Order under Section 31(1) of the Competition Act, 2002 1. On 9th May 2025, the Commission received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) filed by Manipal Health Systems Private Limited (Acquirer-1/MHSPL) and Manipal Education and Medical Group India Private Limited (Acquirer-2/ MEMGIPL) [Acquirer-1 and Acquirer-2 are together referred to as ‘Acquirers’]. 2. The notice is 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 Aakash Educational Services Limited (Target/AESL) [hereinafter, the Acquirers and the Target are collectively referred to as the ‘Parties’]. Combination Registration No. C-2025/05/1283 Page 2 of 5 3. Under the terms of the SPA, the Acquirers have agreed to purchase approximately 11.03% of the total issued and paid-up share capital of the Target on a fully diluted basis (Combination). Out of this, Acquirer-1 has agreed to acquire 7.39%, while Acquirer-2 has agreed to acquire 3.64% of the Target’s total equity shareholding. 4. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 23rd May 2025, certain information(s)/ clarification(s) was sought from the Acquirers and complete response to the same was received on 30th May 2025. 5. Acquirer-1 is a privately held healthcare services company in which Manipal Global Health Services Private Limited (MGHS) and Acquirer-2 are majority shareholders, while MEMG Family Office LLP (MEMG FO) owns a minority shareholding. Acquirer-1 provides a diverse range of services, including hospital services, research services, telemedicine, home healthcare, and medical tourism both in India and worldwide. In India, Acquirer-1 through its Affiliate, namely Manipal Academic Services International (MASI), holds a majority stake in UNext Learning Private Limited (Unext), which provides a tech platform for online courses and programs designed for re-skilling, up-skilling, training and workforce development for banking, financial services, and insurance sector (BFSI). Unext has a subsidiary company named MeritTrac Services Private Limited (MeritTrac), which offers assessment services and examination management services to corporate organisations, and educational institutes. Unext also has an associate company named Jigsaw Academy Education Private Limited (Jigsaw) which conducts 9-to-11-month post-graduate certification courses for the B2C segment in collaboration with affiliated formal educational institutions. Globally, Acquirer-1, through its subsidiaries is engaged in activities in Malaysia and Singapore, inter alia, providing management consultancy services for healthcare organisations and education support services. Combination Registration No. C-2025/05/1283 Page 3 of 5 6. Acquirer-2, incorporated in India, is a private limited company. 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. Acquirer-2 has a minority shareholding in Unext. Acquirer-2 is engaged in the provision of management consultancy and advisory services in India. It does not have any operations other than in India. The Acquirers, for the purposes of the present Notice, may be said to belong to the Pai Family Group. 7. The Pai Family which comprises of Dr. Ranjan Pai, Mrs. Shruti Pai, Ms. Sanya Pai and Ms. Rhea Pai, and the bloodline descendants of Ms. Sanya Pai and Ms. Rhea Pai (together referred to as ‘Pai Family’), has been treated as the ultimate parent of the Pai Family Group. In India, the Pai Family and Pai Family Group, including through their Affiliates1, are engaged in: (i) running and managing hospitals and providing healthcare services; (ii) management business consultancy and other related services; (iii) provision of services and engages experts in finance, management, administration, legal, human resources development and other related fields; (iv) management and administration of teaching hospitals; (v) operating through various hospitals or clinics providing healthcare services; and (vi) providing education and related services. 8. The Target offers its products and services primarily under the brand name ‘Aakash’. It operates classroom centres (including its franchisee centres) (Aakash Centres) across India. The Target offers its services through multiple modes such as classroom-based coaching, online learning, distance learning and hybrid learning programmes. It (directly or through its subsidiary or through its franchisees) provides the following services: (a) coaching services supplementing their classroom learning curated learning resources for class 1 to 8, (b) preparatory coaching services for junior competitive scholarship tests and merit-based entrance tests, such as Olympiads and NTSE, (c) coaching services 1 ‘Affiliate’ means all companies in which an enterprise holds: (a) at least 10% of the total shareholding, directly or indirectly; or (b) the right to representation or observership in the board of directors; or (c) the right or ability to access commercially sensitive information (CSI), and which are either domiciled / registered in India or registered outside India but have a presence in India by way of sales (Affiliate). Combination Registration No. C-2025/05/1283 Page 4 of 5 supplementing their classroom learning curated learning resources for class 9 to 10; and (d) coaching services supplementing their classroom learning curated learning resources for science stream for classes 11 and 12. The Target has one wholly owned subsidiary, Aakash Edutech Private Limited (AEPL). It operates an e-learning platform that caters to kindergarten to Grade 12 and offers online coaching and test preparatory coaching services. 9. It is submitted in the notice that the Acquirers, for the purpose of assessing their horizontally overlapping/vertically related/complementary business activities with the Target, have considered (i) all entities forming part of the Pai Family Group and their Affiliates and (ii) the Acquirers themselves and their Affiliates. Similarly, on the Target’s side, the Acquirers have assessed the business activities of the Target and all its Affiliates. It is submitted that although both the Acquirers (through its affiliate UNext) and the Target may be considered to be active in the education sector (in the non-formal education sector) in India, the Target does not offer any services/products that may be viewed as interchangeable or substitutable with the services offered by UNext (including its Affiliates, MeriTrac and Jigsaw). Accordingly, it is stated that the Acquirers and the Target may broadly be viewed as operating in the non-formal education sector in India and the relevant market for the purposes of assessment of Combination may be considered as ‘the market for provision of non-formal education in India’ (Broad Relevant Market). 10. The Commission decides to leave precise delineation of the relevant market open, as it is observed that because of the reasons stated below, the Combination is not likely to result in appreciable adverse effect on competition, 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 shares of the Parties in the Broad Relevant Market are in the range of [0-5] % only. Further, there Combination Registration No. C-2025/05/1283 Page 5 of 5 are other players present in the said market. Accordingly, it appears that the Combination is not likely to raise competition concern. 12. Considering the material on record, including the details provided in the notice and the assessment of the Combination based on the factors stated in sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Combination under Section 31(1) of the Act. However, this approval is without prejudice to proceedings under Section 43A of the Act. 13. This order may stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect. 14. The information provided by the Acquirers 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 Acquirers accordingly.