1. Bentley Asia Holdings II Pte. Ltd. 2. Baby Memorial Hospital Limited — Combination C-2026/01/1374

Notice under Section 6(2) of the Competition Act, 2002 jointly given by Bentley Asia Holdings II Pte. Ltd. and Baby Memorial Hospital 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 27th 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 Bentley Asia Holdings II Pte. Ltd. (Bentley/Acquirer 1) and Baby Memorial Hospital Limited (BMH/Acquirer 2) [Hereinafter, the Acquirer 1 and Acquirer 2 are collectively referred as the ‘Acquirers’]. The Notice was filed pursuant to execution of (i) Share Purchase Agreement (SPA) dated 24th December 2025, inter alia, amongst BMH, Gopichand Mannam, Ramesh Gudapati, Unimed Health Care Private Limited (Unimed/Target) and other selling shareholders; (ii) Shareholder’s

Agreement (SHA) dated 24th December 2025 executed inter alia amongst BMH, Unimed, Gopichand Mannam, Ramesh Gudapati, Rohan Gudapati, Kavita Paturu and Shreya Gudapati; (iii) Other Shareholder’s Agreement (Other SHA) dated 24th December 2025, inter alia, amongst BMH, Unimed, Gopichand Mannam, Ramesh Gudapati and other shareholders.

2. The proposed combination is envisaged as the acquisition of additional shareholding in BMH by Bentley, and the subsequent acquisition by BMH of 60.52% shareholding in Unimed by way of the following steps:

(a) BMH Acquisition: Acquirer 1 will subscribe to equity shares of BMH as a result of which Bentley’s shareholding in BMH will increase from 73.08% to ~82% (on a fully diluted basis); and (b) Unimed Acquisition: Subsequently, using a majority of the funds infused by Bentley in BMH, BMH will purchase 60.52% shareholding of Unimed on a fully diluted basis. [BMH Acquisition and Unimed Acquisition are collectively referred as the ‘Proposed Combination’]. [Hereinafter, the Bentley/Acquirer 1, BMH/Acquirer 2 and Unimed/Target are collectively referred as the ‘Parties’].

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 09th February 2026, certain information and clarifications were sought from the Acquirers. The Acquirers submitted the response (Response 1) on 16th February 2026. Since the response was not complete, another letter was issued on 20th February 2026 and the response dated 25th February 2026 (Response 2) was received from the Acquirers. Acquirers also made certain voluntary submission on 06th March 2026.

4. The Bentley/Acquirer 1 is a private company limited by shares incorporated under the laws of Singapore. Bentley is indirectly wholly-owned by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc.

(KKR). KKR is a global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR sponsors investment funds that invest in private equity, credit, and real assets and has strategic partners that manage hedge funds.

5. The BMH/Acquirer 2 is a multi-speciality healthcare network operating two hospitals directly and five other hospitals through its group companies across Kerala and Tamil Nadu. BMH and its group companies provide a range of medical and surgical services, including cardiology, oncology, neurology, orthopaedics, nephrology, emergency and trauma care, and critical care. The group also runs nursing and allied health education institutions and undertakes charitable healthcare initiatives. Bentley, presently, holds 73.08% shareholding in BMH on a fully diluted basis.

6. The Unimed/Target, under the brand name Star Hospitals, operates two multispecialty hospitals in Hyderabad. It provides a range of medical and surgical services, including cardiology, neurology, orthopaedics, emergency and critical care.

7. With regard to horizontal overlaps, it is submitted that the overlaps have been assessed between (a) Bentley/KKR portfolio company(ies) (PortCos) [i.e., Healthcare Global Enterprise Limited (HGEL)] and BMH; (b) BMH and Unimed/Target; and (c) KKR including its PortCos and Unimed/Target, in India, considering all entities that meet the materiality thresholds.

8. It is submitted that there is no overlap between the Parties in relation to Primary, Secondary, and Tertiary healthcare services, given that, HGEL, BMH, and the Target do not have presence in common cities. Accordingly, the Parties have submitted that they exhibit horizontal overlaps in broad market for provision of (a) quaternary care services, and (b) telemedical consultation services, in India. Parties exhibit overlaps in segment of quaternary care services which may be further sub-segmented as: (i) ‘the market for provision of liver transplant services in India’ (Liver Transplant Segment), (ii) ‘the market for provision of kidney transplant in India’ (Kidney Transplant Segment), and (iii) ‘the market for provision of bone marrow transplant services in India’ (Bone Marrow Transplant Segment) [Horizontally overlapping markets].

9. With regard to vertical linkages, there exists a potential vertical linkage between the PortCos of Acquirer 1/KKR including its PortCos, namely; Healthium Medtech Global Limited (Healthium) and Asensia Diabetes Care India Pvt. Ltd. (ADC) which are engaged in the manufacture and sale of medical devices in India (upstream), and the BMH and the Unimed/Target which are engaged in the market for provision of healthcare services through hospitals/clinics in India (downstream).

10. With regard to complementary linkages, there exists a complementary linkage between provision of health insurance products in India by the Acquirer 1/KKR including its portfolio company namely; Shri Ram General Insurance Co. Ltd. (SRGI) and provision of healthcare services through hospitals/clinics in India by the BMH and the Unimed/Target.

11. 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.

12. Based on the submissions of the Acquirer, with regard to horizontal overlaps, the Commission observed that the combined market share of the Parties in the all the horizontally overlapping markets is in the range of [0-5]% except in the Bone Marrow Transplant Segment which is in the range of [5-10]%. Further, each of the above-mentioned markets is characterized by the presence of a large number of prominent players.

13. With regard to vertical linkage, the Commission observed that the market share of the Acquirer 1/KKR (through Healthium and ADC) in the upstream market and market share of the BMH and the Unimed/Target in downstream market is insignificant. Further, with regard to complementary linkage, the Commission noted that the presence of the Parties is not such to cause any competition concern as there appears to be no ability and incentive to foreclose competition in any of the market(s).

14. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination and 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.

15. This order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

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

17. The Secretary is directed to communicate to the Acquirers accordingly.