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1. Big Banyan Holdings Pte. Ltd. 2. Times Internet Limited 3. Times Cricket LLP 4. ICQ Opportunities RC Holdco, Ltd. 5. Bolt IPL Holdings LLC 6. Asia Investment Topco II Pte. Ltd. — Combination C-2026/05/1425

Competition Commission Of India30 June 2026

Ratio decidendi

The rule this decision rests on

A combination under Section 31(1) read with Section 20(4) of the Competition Act, 2002 is assessed by identifying plausible overlaps and linkages between the activities of the target and those of the affiliates of the notifying parties' ultimate controlling persons in India, and by examining each such area for its likelihood of causing an appreciable adverse effect on competition. Where, having regard to the nature of the target's activity and the extent of its presence in an area, a combination is not likely to change competition dynamics in that area, no appreciable adverse effect on competition arises there, even though the notifying parties' affiliates are also active in it. Where a sponsorship-advertising linkage exists, a combination is not likely to cause an appreciable adverse effect on competition if the share of the sponsorship revenue of the relevant event, taken as the narrowest plausible market, committed by the acquirer-side affiliates is insignificant, whether the sponsorship or advertising activities are considered separately or together. Where the target's spend on a service procured from third parties is insignificant, the notifying parties lack the ability or incentive to pursue foreclosure strategies in that service, and no appreciable adverse effect on competition arises from the procurement linkage. The exact delineation of the relevant market may be left open where the assessment of plausible overlaps

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

COMPETITION COMMISSION OF INDIA 30th June 2026 Notice under Section 6(2) of the Competition Act, 2002 given by Big Banyan Holdings Pte. Ltd., Bolt IPL Holdings LLC, Times Internet Limited, Times Cricket LLP, ICQ Opportunities RC Holdco, Ltd., Asia Investment Topco II Pte. Ltd., Ten Pillars Sports Fund, LLC and Pags F.E. Sports Holdings LLC

CORAM: Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 18th May 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by: (i) Big Banyan Holdings Pte. Ltd. (Big Banyan); (ii) Bolt IPL Holdings LLC (Bolt); (iii) Times Internet Limited (TIL); (iv) Times Cricket LLP (Times LLP); (v) ICQ Opportunities RC Holdco, Ltd. (ICQ) and (vi) Asia Investment Topco II Pte. Ltd. (Topco) [Big Banyan, Bolt, TIL, Times LLP, ICQ and Topco are each “Acquirer” and collectively, the “Acquirers”].

2. The Notice was filed by the Acquirers pursuant to the execution of: (i) the Amended and Restated Share Purchase Agreement dated 11th May 2026 (SPA) among the Acquirers, Royal Challengers Sports Private Limited (Target), and United Spirits Limited (USL/Seller); and (ii) Consortium Agreement dated 11th May 2026 (Consortium Agreement) executed by and among the Acquirers for the:

Combination Registration Number: C-2026/05/1425 i. proposed acquisition of equity shares representing 100% of the issued, subscribed and paid-up equity share capital (on a fully diluted basis) of the Target by the Acquirers from USL and its nominees in accordance with the SPA [RCSPL Acquisition];

ii. related arrangements entered by: a. Big Banyan to fund the RCSPL Acquisition with certain financial investors including Ten Pillars Sports Fund, LLC (TPSF LLC) and Pags F.E. Sports Holdings LLC (Pags LLC) (Big Banyan Investment) 1; and b. Times LLP to fund the RCSPL Acquisition with certain financial investors (Times LLP Investment).

(The Big Banyan Investment and Times LLP Investment are collectively, the “Investment Transactions”, the RCSPL Acquisition and the Investment Transactions are collectively, the “Proposed Combination”, the Acquirers, TPSF LLC, and Pags LLC are collectively, the “Notifying Parties” and the Notifying Parties and the Target are collectively, the “Parties”).

3. Big Banyan, a 100% subsidiary of Aelius Investments Pte. Ltd. (Aelius), is a newly incorporated investment holding company in Singapore and does not currently have any business activities. Aelius and Big Banyan form part of the Aditya Birla group2. The Aditya Birla Group Entities have presence in multiple sectors including metals, cement, fashion and retail, financial services, renewable energy, fibre, textiles, chemicals, real estate, trading, mining, digital services, carbon black, hospitality, paints, telecom, venture capital, and entertainment.

1 During the course of review and considering the structure of the Proposed Combination, the Acquirers provided the relevant documentation for TPSF LLC and Pags LLC and submitted that these entities are also being made notifying parties to the Notice. 2 As submitted, Aditya Birla group represents: a. companies and other entities, including joint venture companies, in which Mr. Kumar Mangalam Birla and / or his family (i.e., mother, spouse and children) (KMB Family) hold(s) directly or indirectly at least 20% of the voting rights and are allowed to use Aditya Birla logo; b. companies and entities, including joint venture companies, which are controlled by one or more members of the KMB Family; and/or c. combination of #a and #b above.

Combination Registration Number: C-2026/05/1425 4. TIL and Times LLP are currently directly / indirectly 100% subsidiaries of Bennett Coleman and Company Limited (BCCL). TIL is a digital products company with a diversified business presence in India including in digital news, advertising services, rewards programs, event management, communication platform services, credit card services, offers aggregation services, digital games, online jobs portal and software services. Times LLP is a newly incorporated entity in India and does not currently have any business activities. It intends to undertake a broad range of activities relating to sports franchise ownership, management, and commercialisation. 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.

5. Bolt is a limited liability company, newly incorporated in Delaware and does not currently have any business activities. It intends to undertake a broad range of activities relating to sports franchise ownership, management, and commercialisation.

6. Topco is owned by funds advised and/or managed by affiliates of Blackstone Inc. (Blackstone), a global alternative asset manager. Incorporated in Singapore, Topco does not have any business activities, within or outside India.

7. ICQ is a part of the ICONIQ group, a global investment firm. It is a newly incorporated entity and does not currently have any business activities.

8. The Target is an Indian company primarily engaged in the ownership and operation of the Royal Challengers Bengaluru (RCB) franchise including the Bengaluru-based professional cricket teams participating in the Indian Premier League (IPL) and the Women’s Premier League (WPL), along with certain ancillary activities. The ancillary activities include, inter alia, kit sponsorship, digital sponsorship, official partnership and licensing; publication of digital content on social media platforms including the RCB official app and RCB website; licensing of the RCB trademark for sale of official

Combination Registration Number: C-2026/05/1425 merchandise including jerseys, lifestyle apparel and accessories for online and retail sale; licensing of the “RCB Bar & Café” franchise for the operation of RCB themed bars and restaurants in Bengaluru.

9. For the purpose of the competition assessment of the Proposed Combination, the Commission considered the activities of the affiliates of the ultimate controlling persons (UCPs) of all the Notifying Parties in India on one hand and the activities of the Target on the other hand. The Commission examined the plausible overlaps/linkages in the following areas:

(i) Publication of digital content – The Commission noted that the Target is engaged in the publication of digital content on social media platforms including the RCB official app and the RCB website3. While it was noted that certain affiliates of the Notifying Parties are also engaged in digital content publication activities, considering the nature of activity of the Target, the Proposed Combination is not likely to cause change in competition dynamics in the area of publication of digital content in India.

(ii) Licensing of the “RCB Bar & Café” franchise for the operation of RCB themed bars and restaurants and licensing of the RCB trademark for sale of official merchandise – The Commission noted that the Target licenses its “RCB Bar & Café” franchise to an entity to operate certain bars and restaurants under the “RCB Bar & Café” franchise in Bengaluru. Similarly, the Target has licensed the RCB trademark to an entity for the manufacture, online and offline sale of RCB team kits and athleisure merchandise. While certain affiliates of KMB Family are engaged in operating fine dining restaurants and in the manufacture and retail / online sale of apparel, however, considering the nature of the activities of the Target in these areas and the extent of its presence, the Proposed Combination is not likely to cause change in competition dynamics of any of the aforesaid areas.

(iii) Sponsorship-advertising services linkage – The Commission noted that TIL is engaged in the provision of advertising services through its digital media 3 As submitted, the scope and nature of content published by the Target is largely limited to the RCB franchise itself.

Combination Registration Number: C-2026/05/1425 platforms. In this capacity, TIL offers advertising inventory to advertisers seeking to display advertisements and TIL and certain affiliates of KMB Family also commit to sponsorship revenue of IPL. The Target, on the other hand, operates a professional sports franchise and enters sponsorship arrangements with various enterprises. Under such arrangements, sponsors receive certain promotional and brand visibility rights, including the display of their branding on team jerseys, digital assets, social media platforms, websites, applications and other franchise-related properties. However, considering the nature of linkage and further considering that the share of sponsorship revenue of IPL, as a narrowest plausible market, committed by TIL and KMB Family is insignificant, the Proposed Combination is not likely to cause change in competition dynamics of either the sponsorship activities, or advertising services on a standalone basis or taken together.

(iv) Procurement of Content Production and Event Management Services - The Target engages certain individual third parties for producing RCB and WPL / franchise focused short form content including interviews, fan engagement videos, etc. The Target is also engaged in the procurement of event management services in India. While certain affiliates of the Notifying Parties are engaged in provision of content production and event management services, the total spend of the Target on availing event management services is insignificant to confer the Parties with ability/incentive to engage in any foreclosure strategies.

10. Considering the aforesaid, the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the aforesaid areas examined. The Commission further decides that the question of exact delineation of relevant market(s) can be left open.

11. 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.

Combination Registration Number: C-2026/05/1425

12. The order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

13. 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.

14. The Secretary is directed to communicate to the Notifying Parties accordingly.

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