1. Manipal Health Systems Private Limited 2. Manipal Education and Medical Group India Private Limited 3. MEMG Family Office LLP 4. Claypond Capital Partners Private Limited 5. MEMG International India Private Limited 6. MNI Ventures — Combination C-2026/02/1388

Notice under Section 6(2) of the Competition Act, 2002 jointly given by Manipal Health Systems Private Limited, Manipal Education and Medical Group India Private Limited, MEMG Family Office LLP, Claypond Capital Partners Private Limited, MEMG International India Private Limited, and MNI Ventures

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 20th February 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6 (2) of the Competition Act, 2002 (Act) jointly given by Manipal Health Systems Private Limited (MHSPL/Acquirer 1), Manipal Education and Medical Group India Private Limited (MEMG India/Acquirer 2), MEMG Family Office LLP (MEMG FO/Acquirer 3), Claypond Capital Partners Private Limited (Claypond/Acquirer 4), MEMG International India Private Limited (MEMG International India/Acquirer 5), and MNI Ventures (Acquirer 6)

[hereinafter, MHSPL, MEMG India, MEMG FO, Claypond, MEMG International India and MNI Ventures are collectively referred to as ‘Acquirers’]. The Notice was filed pursuant to the resolution(s) passed by the board of directors (BoD) of Aakash Educational Services Limited (AESL/Target) for conducting the rights issue. In this regard, resolutions were passed by the BoD of Acquirer 1, Acquirer 2, Acquirer 3 and Acquirer 5 each dated 21st January 2026 and BoD of Acquirer 4 dated 16th January 2026 and Acquirer 6 dated 27th January 2026. As stated, these resolutions were passed for the acquisition of equity shares of the Target pursuant to the rights issue. [Hereinafter, the Acquirers and the Target are collectively referred to as ‘Parties’.]

2. The Proposed Combination envisages a rights issue of equity shares by AESL to all of its existing and participating shareholders, in proportion to their respective shareholding. Pursuant to the allotment of equity shares to the Acquirers under rights issue, the Acquirers’ aggregate shareholding in AESL may increase to beyond 75%.

3. In terms of Regulation 14 of the Combination Regulations, letter dated 06th March 2026 was issued and response dated 16th March 2026 (Response 1) was received. Since the response was not complete, letters were issued on 27th March 2026 and 21st April 2026 and responses dated 06th April 2026 (Response 2) and 06th May 2026 (Response 3) respectively were received. The Acquirers also made certain voluntary submission in the matter subsequently.

4. As stated, Acquirer 1 is a privately held healthcare services company which provides a diverse range of services, including hospital services, research services, telemedicine, home healthcare, and medical tourism. Manipal Global Health Services Private Limited (MGHS), Acquirer 2 and Acquirer 3 owns shareholding in Acquirer 1. MGHS is a wholly owned subsidiary of MEMG International Limited, which is wholly owned by the RSP Trust (Mauritius). The Pai Family1 as a beneficiary and trustee, exercises complete control over RSP Trust (Mauritius) and RSP Trust (India).

1 The Pai Family comprises Dr. Ranjan 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’).

5. Acquirer 2, 3, 4 and 5 are incorporated in India. The Acquirer 2 is a private limited company and is engaged in the provision of management consultancy services in India and its shareholding is, inter alia, split between RSP Trust (India), Acquirer 3, Acquirer 5, Manipal Academic Service International, Manipal Global Employees and Associates Welfare Trust, and Dr. Arun. The Acquirer 3 is engaged in the provision of consultancy services in India and is a limited liability partnership firm which consists of Dr. Ranjan Ramdas Pai, and Acquirer 2. Acquirer 2 and 3 belong to the Pai Family.

6. The Acquirer 4 is engaged in providing investment advisory, portfolio management and financial consultancy services and it is owned by RSP Trust (India), and Dr. Ranjan Ramdas Pai. The Acquirer 5 is engaged in the business of providing management business consultancy and other related services and it is owned by Manipal Research and Management Services International (MRMSI), Acquirer 3 and Dr. Ranjan Ramdas Pai. The Acquirer 6, incorporated in Mauritius, is a wholly owned subsidiary of MRMSI. MRMSI is a wholly owned subsidiary of MEMG International Limited, which in turn is wholly owned by RSP Trust (Mauritius). Acquirer 6 is mainly engaged in the activities of holding investments in the companies engaged in the hospitality and research industry. The Acquirer 5 and Acquirer 6 also belong to the Pai Family.

7. The Acquirers may be said to belong to the Manipal Group and it comprises all entities ultimately controlled by the Pai Family. The Pai Family as a beneficiary and trustee, exercises complete control of RSP Trust (Mauritius) and RSP Trust (India) and has accordingly been treated as the ultimate parent of the Pai Family Group/the Manipal Group, including the Acquirers.

8. The Target, a public limited company incorporated in India, offers its services through multiple modes such as classroom-based coaching, online learning, distance learning and hybrid learning programmes. The Target (directly or through its subsidiary or through its franchisees) provides the following services: (a) coaching services supplementing 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 supplementing classroom learning curated learning resources for class 9 to 10; and (d) coaching services supplementing classroom learning curated learning resources for science stream for classes 11 and 12.

9. It is submitted that the Target offers its products and services primarily under the brand name ‘Aakash’. The Target conducts its business and operations across India from freehold and leasehold properties. Through these properties, it operates classroom centres including its franchisee centres. The Target has only one wholly owned subsidiary, i.e., Aakash Edutech Private Limited (AEPL). It has been stated that the Acquirers are existing shareholders in the Target.

10. For the purposes of overlap assessment, activities of the Acquirers (including their affiliates) on the one side, and the Target (including its affiliates), on the other side, have been considered. It is submitted that although the Acquirers (through its affiliate UNext Learning Pvt. Ltd.) 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 Learning Pvt. Ltd. (including its Affiliates, MeriTrac Services Pvt. Ltd. and Jigsaw Academy Education Pvt. Ltd.). 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 the Proposed Combination may be considered as ‘the market for provision of non-formal education in India’ (Broad Relevant Market).

11. The Commission decides to leave the delineation of the relevant market open, as it is observed that because of the reasons stated below, the Proposed Combination is not likely to result in appreciable adverse effect on competition in above-mentioned relevant market in India.

12. Based on the submissions of the Parties, it is noted that in the Broad Relevant Market, the incremental market share of the Parties is less than 1% and the combined market share of the Parties in the said market is in the range of [0-5]%. Further, there are other players present in the said market.

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.

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

15. The information provided by the Acquirers 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 Acquirers accordingly.