Bennett Coleman & Company Limited, Times Horizon Private Limited and Others

Document text

Page 1 of 6 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/01/1366 17th February 2026 Notice under Section 6(2) of the Competition Act, 2002 jointly given by Sanmati Properties Limited, Bharat Nidhi Limited, Arth Udyog Limited, TM Investments Limited, Mr. Vineet Jain, Times Horizon Private Limited, Bennett Coleman & Company Limited, P N B Finance and Industries Limited, Mr. Samir Jain, Camac Commercial Company Limited, Ms. Meera Jain, Esoterica Services Limited and Ashoka Viniyoga 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 13th January 2026, the Competition Commission of India (Commission) received a notice (Notice) under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) jointly given by Sanmati Properties Limited (SPL), Bharat Nidhi Limited (BNL), Arth Udyog Limited (AUL), TM Investments Limited (TMIL), Mr. Vineet Jain, Times Horizon Private Limited (THPL), Bennett Coleman & Company Limited (BCCL), PNB Finance and Industries Limited (PFIL), Mr. Samir Jain, Camac Commercial Combination Registration No. C-2026/01/1366 Page 2 of 6 Company Limited (CCCL), Ms. Meera Jain, Esoterica Services Limited (ESL), Ashoka Viniyoga Limited (AVL) [hereinafter, AUL, TMIL, BNL, Mr. Vineet Jain, and SPL are collectively referred as ‘Specified Shareholders’ and individually as Specified Shareholder]. The Notice was filed pursuant to execution of (i) composite scheme of arrangement dated 22nd September 2025, entered amongst BCCL, its wholly owned subsidiary, THPL, and their respective shareholders and creditors, approved by the respective board of directors of BCCL and THPL (Scheme); and (ii) Group Reorganisation Agreement (GRA) dated 23rd September 2025 entered between BCCL and THPL [hereinafter, SPL, BNL, AUL, TMIL, Mr. Vineet Jain, THPL, BCCL, PFIL, Mr. Samir Jain, CCCL, Ms. Meera Jain, ESL, and AVL are collectively referred as ‘Notifying Parties’]. 2. The Proposed Combination is envisaged as an internal reorganisation of BCCL intended for demerging certain entities, businesses, undertakings, assets and liabilities (EIBME Business)1 from BCCL to THPL on a going concern basis and will be undertaken through the certain steps involving aforesaid demerger and preferential allotment to SPL by THPL. Upon effectiveness of the Scheme, the Specified Shareholders will act in concert with respect to their collective 50.05% voting rights (on a fully diluted basis) in THPL (which will house the EIBME Business upon effectiveness of the Scheme). 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 27th January 2026, certain information and clarifications were sought from the Notifying Parties. The Notifying Parties submitted the response dated 03rd February 2026. The Notifying Parties also made certain voluntary submissions vide email dated 05th and 06th February 2026. 1 The EIBME Business includes education, investment, broadcasting, media, entertainment and other allied activities including television channel broadcasting business, media and entertainment business established through cable or wireless communications or otherwise, including business of TV content development, broadcasting of news, digital news, regional and entertainment satellite television channels, digital products and services, movies production, music, magazines, real estate classifieds, radio, entertainment, outdoor media, lifestyle and entertainment, events and conferences, pageants and talent management, salons, advertising agency, fintech, edtech, sports, gaming and investments in various asset classes, other new age digital businesses and investment activities. Combination Registration No. C-2026/01/1366 Page 3 of 6 4. BCCL and its group entities are engaged in various businesses including publishing of news, journals, books and other literary works across the print and digital medium, real estate classifieds, television broadcasting, digital products and services, radio entertainment, music, movies, out-of-home advertising, brand capital business, events and conferences, magazines, media, lifestyle and entertainment businesses, education and ed-tech, fintech, sports, gaming, advertising, investments in various asset classes (such as debt, equity, property, etc.) including other new businesses. The businesses currently carried on by BCCL and its group entities can be broadly classified into two business segments, i.e., (i) the entities, businesses, undertakings, assets and liabilities that carry on Publishing Business2; and (ii) the entities, businesses, undertakings, assets and liabilities that carry on EIBME Business. 5. SPL, AUL, Mr. Vineet Jain and TMIL, are not directly engaged in any business activities in India and do not have any affiliates which meet the Materiality Thresholds in India. As per submission, BCCL is BNL’s affiliate. Outside of BCCL, BNL is also not directly engaged in any business activities in India and do not have any affiliates which meet the Materiality Thresholds in India. 6. It is submitted that each incorporated Specified Shareholder’s ownership is primarily structured as cross shareholding. All shareholding / rights which meet the Materiality Thresholds in each of the Specified Shareholders are held by one or more of the remaining Specified Shareholders and/or certain other shareholders (Other Shareholders). Further, each Other Shareholder’s ownership is also primarily structured as cross shareholding. All shareholding / rights which meet the Materiality Thresholds in the Other Shareholders are held by one or more of the Specified Shareholders and/or the remaining Other Shareholders. It is further submitted that the Other Shareholders are not directly engaged in any business activities in India. Due to this inter se cross shareholding, an ultimate parent entity cannot be identified for the Specified Shareholders or the Other Shareholders. 2 The Publishing Business includes art and artefacts, publishing of news, journals, books and other literary works across the print and digital medium, digital products, digital services and internet businesses, brand capital business, events and conferences, media, lifestyle and entertainment, fintech, sports, gaming, edtech, advertising, investments in various asset classes and other new businesses. Combination Registration No. C-2026/01/1366 Page 4 of 6 7. THPL, incorporated as a wholly owned subsidiary of BCCL, does not have any business activities. Upon completion of the Proposed Combination, while the Publishing Business will remain in BCCL, the EIBME Business will be demerged from BCCL to THPL, and BNL jointly with the other Specified Shareholders (acting in concert), will exercise shareholding/rights. THPL’s shareholding will exactly mirror BCCL’s existing shareholding. 8. With regard to horizontal overlaps, it is submitted that Notifying Parties have identified overlaps between BCCL’s activities (through the Publishing Business) and THPL’s activities (through the EIBME Business) due to the change in the nature of voting rights exercised by BNL (by acting in concert with the other Specified Shareholders) in the EIBME Business. The relevant market may be considered as ‘the market for publication of digital content in India’ (Digital Content Market), ‘the market for provision of event management services in India’ (Event Management Market), and ‘the market for the supply of digital advertisement space in India’ (Digital Advertisement Market). Further, it has been submitted that the Digital Content Market may further be sub-segmented as ‘the segment for publication of digital news in India’ (Digital News Segment). 9. With regard to vertical linkages, the Notifying Parties have submitted that there exist following vertical linkages between BCCL’s activities (through the Publishing Business) and THPL’s activities (through the EIBME Business): (i) Vertical linkage between THPL’s activities (through EIBME Business) in the provision of digital music streaming services in India (upstream market 1), and BCCL’s activities (through the Publishing Business) in the provision of aggregation services in India (downstream market 1). (ii) Vertical linkage between BCCL’s activities (through the Publishing Business) and THPL’s activities (through EIBME Business) in the supply of digital advertisement space in India (upstream market 2), and BCCL’s activities (through the Publishing Business) in the provision of media buying services in India (downstream market 2). Combination Registration No. C-2026/01/1366 Page 5 of 6 (iii) Vertical linkage between BCCL’s activities (through the Publishing Business) in the provision of digital display advertising platform services for digital ad space providers in India (upstream market 3), and BCCL’s activities (through the Publishing Business) and THPL’s activities (through EIBME Business) in the supply of digital advertisement space in India (downstream market 3). 10. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India. 11. Based on the submissions of the Notifying Parties, the Commission noted that the combined market share of the Notifying Parties in the market for publication of Digital Content Market, Event Management Market, and Digital Advertisement Market, is in the range of [0-5]% and combined market shares of the Notifying Parties in Digital News Segment, are in the range of [20-25]% with an incremental market share of [0- 5]% in all of the above-mentioned markets and sub-segments. Further, each of the above-mentioned horizontal markets is characterized by the presence of a number of players such as Google India, Meta India, Amazon India, VerSe Innovation, and HT Media Group etc. 12. With regard to vertical linkages, the Commission observed that the market share of the Notifying Parties in all of the above-mentioned vertical linkages, is in the range of [0- 5]% only. Accordingly, the Commission noted that there appears to be no foreclosure related concern in any of the market(s) delineated above. 13. 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 appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act. Combination Registration No. C-2026/01/1366 Page 6 of 6 14. This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect. 15. 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. 16. The Secretary is directed to communicate to the Notifying Parties accordingly.