Allowed

Knowledge Realty Trust (“Acquirer Reit”), acting through its manager, Knowledge Realty Office Management Services Private Limited

CCI13 May 2025C-2025/03/1264

Case brief

AI extract

What is this about?

The Competition Commission of India considered a Notice under Section 6(2) regarding a proposed combination by Knowledge Realty Trust to form a REIT. Assessing market shares in commercial real estate and solar power, the Commission found no appreciable adverse effect on competition and approved the combination under Section 31(1).

What did the court decide?

Proposed Combination approved under Section 31(1) of the Competition Act, 2002.

Knowledge Realty Trust (“Acquirer Reit”), acting through its… — Intellectual Property | CCI (2025)

¶1

COMPETITION COMMISSION OF INDIA

¶2

Combination Registration No. C-2025/03/1264

¶3

13^th May 2025

¶4

Notice under Section 6(2) of the Competition Act, 2002 given by Knowledge Realty Trust acting through its manager, Knowledge Realty Office Management Services Private Limited

¶5

CORAM:

¶6

Ms. Ravneet Kaur Chairperson Ms. Sweta Kakkad Member Mr. Deepak Anurag Member

¶7

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

¶8

On 25^th March 2025, the Competition Commission of India ( Commission ) received a Notice under Section 6(2) of the Competition Act, 2002 ( Act ) given by Knowledge Realty Trust ( Acquirer REIT ), acting through its manager, Knowledge Realty Office Management Services Private Limited (formerly known as Trinity Office Management Services Private Limited) ( Manager ) (collectively, ‘ Notifying Parties ’).

¶9

The Notice was filed pursuant to the execution of (i) Trust Deed entered into between the Manager, BREP Asia SG L&T Holding (NQ) Pte. Ltd ( Blackstone Sponsor ), Sattva Developers Private Limited ( Sattva Sponsor ), Axis Trustee Services Limited ( Trustee ) dated 10^th October 2024; (ii) Investment Management Agreement entered into between the Trustee (on behalf of the Acquirer REIT), and the Manager dated 10^th October 2024, as amended by the Amendment Agreement dated 4^th March 2025; (iii) Draft Offer Document for public offer of the units of the Acquirer REIT, filed with the SEBI on 6^th March 2025 ( DOD ); (iv) Manager’s Shareholders’ Agreement dated 5^th March 2025 executed among certain entities forming part of the Blackstone Sponsor

¶10

Page 1 of 6

¶11

Combination Registration Number: C-2025/03/1264

¶12

Group and Sattva Sponsor Group, and the Manager ( Manager SHA ) and (v) Sponsor Inter-se Agreement entered into between the Blackstone Sponsor and the Sattva Sponsor dated 4^th March 2025.

¶13

The Proposed Combination comprise:

¶14

a) Initial Portfolio Transaction s:

¶15

i. direct acquisition of the Blackstone Entities¹ (except OBSEPL and PBSEPL) by the Acquirer REIT from the Blackstone Sponsor Group² and certain third-party shareholders;

¶16

ii. direct acquisition of the Sattva Entities³ (including a portion of the shareholding of DEPL, SRPPL and NDPL) by the Acquirer REIT from the Sattva Sponsor Group⁴ and certain third-party shareholders;

¶17

1 Blackstone Entities: (i) Cessna Garden Developers Private Limited (CGDPL); (ii) One BKC Realtors Private Limited (OBRPL); (iii); One BKC Solar Energy Private Limited (OBSEPL); (iv) Prima Bay Private Limited (PBPL); (v) Prima Bay Solar Energy Private Limited (PBSEPL); (vi) Exora Business Park Private Limited (EBPPL); (vii) Kosmo One Business Park Private Limited (KOBPPL); (viii); One International Center Private Limited (OICPL); (ix) One Qube Realtors Private Limited (OQRPL); (x)One World Center Private Limited (OWCPL); (xi) Pluto Atriza Business Parks Private Limited (PABPPL); (xii) Pluto Business Parks Private Limited (PBPPL); (xiii) BSP Office Management Services Private Limited (BSPOMSPL); and (xiv) Pluto Solista Business Parks Private Limited (PSBPPL).

¶18

2 Defined in the DOD to mean: the Blackstone Sponsor ( i.e. , BREP Asia SG L&T Holding (NQ) Pte. Ltd) and the following entities: (i) Ariston Investments Sub A Limited; (ii) FIM HoldCo I Limited; (iii) BREP Asia II Indian Holding Co IV (NQ) Pte. Ltd.; (iv) BREP Asia SG L&T Holding III (NQ) Pte Ltd; (v) BREP Asia SG L&T Holding II (NQ) Pte. Ltd.; (vi) BREP Asia SBS L&T Holding (NQ) Ltd.; (vii) BREP VIII SBS L&T Holding (NQ) Ltd.; (viii) BREP Asia II SBS Indian Holding Co IV (NQ) Ltd.; (ix) BREP VIII SBS Indian Holding Co IV (NQ) Ltd.; (x) BREP Asia II SBS Chennai Holding (NQ) Ltd.; (xi) BREP VIII SBS Chennai Holding (NQ) Ltd.; (xii) BREP Asia SBS DRPL Holding (NQ) Ltd.; (xiii) BREP Asia SG DRPL Holding (NQ) Pte. Ltd.; (xiv) BREP VIII SBS DRPL Holding (NQ) Ltd.; (vx) BREP Asia II Indian Holding Co VII (NQ) Pte. Ltd.; (xvi) BREP Asia SBS Indian L&T Holding II (NQ) Ltd.; (xvii) BREP VIII SBS Indian L&T Holding II (NQ) Ltd.; (xviii) BREP Asia II SBS Indian Holding Co VIII (NQ) Ltd.; (xix) BREP Asia II Indian Holding Co VIII (NQ) Pte Ltd.; and (xx) BREP IX SBS Indian Holding Co VIII (NQ) Ltd. Ariston Investments Sub A Limited and FIM HoldCo I Limited will not be members of the Blackstone Sponsor Group upon consummation of the OWCPL Scheme of Arrangement (as defined in the DOD).

¶19

3 Sattva Entities: (i) Darshita Hi – Rise Private Limited (DHRPL); (ii) Softzone Tech Park Limited (STPL); (iii) Salarpuria Builders Private Limited (SBPL); (iv) Darshita Edifice Private Limited (DEPL); (v) Darshita Housing Private Limited (DHPL); (vi) Debonair Realtors Private Limited (DBRPL); (vii) Jaganmayi Real Estates Private Limited (JRPL); (viii) Salarpuria Developers Private Limited (SDPL); (ix) Sattva Horizon Private Limited (SHPL); (x) Sattva Knowledge Centre Private Limited (SKCPL); (xi) Shirasa Regency Park Private Limited (SRPPL); (xii) NABS Datazone Private Limited (NDPL); (xiii) Harkeshwar Realtors Private Limited (HRPL); (xiv) Quadro Info Technologies Private Limited (QITPL); (xv) Salarpuria Griha Nirman Private Limited (SGNPL); (xvi) Sattva Infra Management Private Limited (SIMPL); and (xvii)Sattva Properties Management Private Limited (SPMPL).

¶20

4 Defined in the DOD to mean: the Sattva Sponsor ( i.e. , Sattva Developers Private Limited) and the following persons: (i) Vriddhii Family Trust; (ii) Bijay Kumar Agarwal; (iii) Niru Agarwal; (iv) Sattva Real Estate Private Limited; (v) Neelanchal Properties LLP; (vi) Darshita Landed Property LLP; (vii) Nabs Vriddhii LLP (formerly

¶21

Page 2 of 6

¶22

Combination Registration Number: C-2025/03/1264

¶23

iii. direct acquisition of the JV Entities⁵ (except MCPL) from the Blackstone Sponsor Group and Sattva Sponsor Group; and

¶24

iv. indirect acquisition of DEPL (through DHRPL), MCPL (through DRPL), PBSEPL (through PBPL), OBSEPL (through OBRPL), SRPPL (through DHRPL, DBRPL, GVTPL, HRPL, QITPL, SDPL, SGNPL and STPL) and NDPL (through JRPL and SHPL).

¶25

[Blackstone Entities, Sattva Entities and JV Entities are collectively referred to as the ‘ Target Entities ’]

¶26

b) Unit Allotment : The Blackstone Sponsor Group, Sattva Sponsor Group and certain third-party shareholders of the Target Entities, will be issued units of the Acquirer REIT, in consideration for the transfer of their shareholding in the Target Entities to the Acquirer REIT (acting through its Manager).

¶27

Subsequent to the Proposed Combination, the Acquirer REIT proposes to undertake an initial public offering and list its units on recognized stock exchanges in India.

¶28

In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combinations Regulations ), vide letter dated 8^th April 2025 and 22^nd April 2025, certain information and clarifications were sought from the Notifying Parties. The responses to these letters were submitted by the Notifying Parties on 15^th April 2025 and 29^th April 2025, respectively ( Response ).

¶29

Acquirer REIT has been set up as a contributory, determinate and irrevocable trust under the provisions of the Indian Trusts Act, 1882, pursuant to the Trust Deed dated 10^th October 2024. It was registered with the SEBI on 18^th October 2024 as a real estate investment trust under Section 3(1) of the REIT Regulations. It is submitted that post the Proposed Combination, the Acquirer REIT will be a listed entity with public

¶30

known as Neelanchal Edifice LLP); (viii) Neelanchal Mansion Clump LLP; (ix) Mindcomp Constructions LLP; (x) Neelanchal Investments; and (xi) Gaurav Commodeal Private Limited.

¶31

5 JV Entities are the entities belonging jointly to Blackstone Sponsor Group and Sattva Sponsor Group. They are (i) Devbhumi Realtors Private Limited (DRPL); (ii) Orwell Horizon Properties Private Limited (OHPPL)l; (iii) Octave Viventi Developers Private Limited (OVDPL); (iv) Bhumi Axis Infrastructures Private Limited (BAIPL); (v) Devbhumi Urban Spaces Private Limited (DUSPL); (vi) Mindcomp Regency Park Private Limited (MRPPL); (vii) GV Techparks Private Limited (GVTPL); (viii) Darshita Infrastructure Private Limited (DIPL); (ix) Worldwide Realcon Private Limited (WRPL); and (x) Moonlike Construction Private Limited (MCPL).

¶32

Page 3 of 6

¶33

Combination Registration Number: C-2025/03/1264

¶34

investors as well as the Blackstone Sponsor Group and Sattva Sponsor Group holding its units. The Manager of the Acquirer REIT will be held jointly by the Blackstone Sponsor Group and the Sattva Sponsor Group in the ratio of 50:50 for each of the Sponsors for the purposes of the Companies Act, 2013, the REIT Regulations and the extant foreign exchange regulations. Currently, the Acquirer REIT is not offering any services or products in India.

¶35

The Blackstone Entities are affiliates of funds advised and/or managed by affiliates of Blackstone Inc. ( Blackstone ). Blackstone is a global alternative asset manager. It is headquartered in the United States and has offices in a number of geographies, including Europe and Asia. Blackstone is listed on the New York Stock Exchange and operates as an investment management firm. Blackstone Sponsor Group comprises of affiliates of funds advised and/or managed by affiliates of Blackstone.

¶36

The Sattva Entities, and the Sattva Sponsor and its affiliates belong to the Sattva group ( Sattva Group ). As of 30^th September 2024, the Sattva Group has constructed an area of approximately 74 million square feet of real estate in India across 7 cities (Bengaluru, Mumbai, Hyderabad, Kolkata, Pune, Goa and Jaipur). Two of the Sattva Entities, i.e. , SRPPL and NDPL also operate solar power plants in Challakere, Karnataka.

¶37

The JV Entities are jointly controlled by Blackstone and Sattva Sponsor Group. These entities are also engaged in the business of development, management and operation of commercial premises and other real estate development and related activities, along with providing infrastructural facilities. As submitted, these entities belong to Blackstone and Sattva Group prior to the proposed transaction and will continue to be jointly controlled by them through the Acquirer REIT and thus as such, there will be no change in control of the JV Entities.

¶38

The Proposed Combination, in a nutshell, envisages pooling of the Target Entities by the Blackstone Sponsor Group, Sattva Sponsor Group, and certain third-party shareholders into the Acquirer REIT. As a result of pooling of real estate assets owned by the Target Entities, post the Proposed Combination, the Blackstone Entities as well as the Sattva Entities will be under the common ownership of the Blackstone Sponsor

¶39

Page 4 of 6

¶40

Combination Registration Number: C-2025/03/1264

¶41

Group and Sattva Sponsor Group (through the Acquirer REIT). The assets and the businesses of these Target Entities are collectively referred to as ‘ Target Assets ’. Blackstone Sponsor Group and Sattva Sponsor Group, and Target Entities are together referred to as the ‘ Parties ’.

¶42

Precise definition of the relevant market may not be required in the instant matter, and accordingly left open, as the Proposed Combination is not likely to raise competition concern in any of the plausible relevant markets. It is observed that the activities of the Parties primarily overlap in the business segments for commercial real estate. Based on the location of projects of the Parties, it is noted that the overlaps exist in the cities of Bengaluru, Hyderabad, and Mumbai.

¶43

From Blackstone’s perspective, while the combined market share is in the range of [2025]% in the Bengaluru commercial real estate segment, the incremental market share is in the range of [0-5]%. In the Hyderabad commercial real estate segment, the combined market shares is in the range of [5-10]% and the incremental market share is less than 1%. From Sattva’s perspective, the combined market share is in the range of [5-10]% in the Mumbai commercial real estate segment, however, the incremental market share is also in the range of [0-5]%, as Sattva’s own presence is muted in the said market segment. All these market segments have certain known players in each geographic region that is examined.

¶44

Besides, the Parties’ activities also exhibit overlaps in broad market for generation of power through renewable sources in India ( Renewable Power Market ); and narrow segment for solar power generation in India ( Solar Power Segment ). In both these segments, the combined market shares of the Parties are less than 1% with a very miniscule increment pursuant to the Proposed Combination.

¶45

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.

¶46

Page 5 of 6

¶47

Combination Registration Number: C-2025/03/1264

¶48