Allowed

Bcp Asia II Holdco VII Pte. Ltd.

CCI7 Nov 2025C-2025/09/1331

Case brief

AI extract

What is this about?

The Competition Commission of India approved the proposed combination involving the acquisition of up to 80.15% shares of Aadhar Housing Finance Limited by BCP Asia II Holdco VII Pte. Ltd. The Commission found no likely appreciable adverse effect on competition (AAEC) in the relevant markets for loans and insurance distribution.

What did the court decide?

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

Bcp Asia II Holdco VII Pte. Ltd. — Company and Corporate | CCI (2025)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No.C-2025/09/1331

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07^th November 2025

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Notice under Section 6(2) of the Competition Act, 2002 given by BCP Asia II Holdco VII Pte. Ltd.

CORAM:

Ms. Ravneet Kaur

Chairperson

Ms. Sweta Kakkad Member

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Mr. Deepak Anurag

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Member

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

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On 23^rd September 2025, the Competition Commission of India ( Commission ) received a notice ( Notice ), under sub-section (2) of Section 6 of the Competition Act, 2002 ( Act ), given by BCP Asia II Holdco VII Pte. Ltd. ( Acquirer / BCP Asia ). The Notice was filed pursuant to inter alia execution of the following documents: (a) Share purchase agreement dated 25^th July 2025 and (b) Public announcement dated 25^th July 2025 of the open offer by the Acquirer and Aadhar Housing Finance Limited ( AHFL/Target ) [The Acquirers and Target are collectively referred to as ‘ Parties ’]

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Page 1 of 4

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Combination Registration No. C-2025/09/1331

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The Proposed Combination envisages the acquisition of up to 80.15% of the Expanded Voting Share Capital¹ of the Target inter alia involving secondary purchase of 64.14% and open offer representing 25.82% by the Acquirer from the public shareholders [The secondary acquisition and the open offer are collectively referred to as the ‘ Proposed Combination ’]

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Post the Proposed Combination, the Acquirer will exercise control and will be designated as the promoter of the Target.

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combination Regulations ), vide letters dated 07^th October 2025 and 17^th October 2025 certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirer. The responses to the same were received on 15^th October 2025 and 24^th October 2025, respectively.

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The Acquirer is stated to be owned by funds advised and/or managed by affiliates of Blackstone Inc. which is listed on the New York Stock Exchange as a global alternative asset manager. The Acquirer does not have any business activities, within or outside India and has two ‘affiliates’ namely: (i) ASK Investment Managers Limited; and (ii) Ace Insurance Brokers Private Limited ( Relevant Blackstone Affiliates ). Further, there are no other investments of Blackstone Inc. which breach the Materiality Threshold² and are present in the loans and lending, and insurance sectors (including sectors which could result in a vertical/complementary linkage).

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AHFL is stated to be a housing finance company dedicated to providing housing solutions to the economically weaker section and low-income groups. The average loan size of AHFL per its books is INR 5-10 lakhs and it offers mortgage-related products,

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1 Expanded Share Capital means the total voting equity share capital of the Target expected as of the 10th working day from the closure of the tendering period for the open offer, which includes outstanding employee stock options that have vested/are expected to vest between the date of the public announcement dated 25^th July 2025 and 31^st March 2026.

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2 ‘Affiliates’ have been considered in accordance with the Competition (Criteria of Combination) Rules, 2024, considering all entities which have a business presence in India (either physical presence or through revenue generated in India) and satisfy either of the following three criterion: (i) ten percent or more of the shareholding or voting rights of the enterprise; or (ii) right or ability to have a representation on the board of directors of the enterprise either as a director or as an observer; or (iii) right or ability to access commercially sensitive information of the enterprise (the criterion at i-iii above is collectively referred to as the ‘ Materiality Thresholds ’).

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Page 2 of 4

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Combination Registration No. C-2025/09/1331

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including loans for buying and constructing residential properties, home improvement and micro loan against property. AHFL has one ‘affiliate’, i.e ., its wholly owned subsidiary, Aadhar Sales and Services Limited ( ASSL ) which provides manpower supply services to AHFL.

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It has been submitted that the Relevant Blackstone affiliates and the Target are engaged in the provision of loans and lending services and insurance distribution sector. Thus, Parties exhibit horizontal overlap in the broader market of provision of loans and lending services, and at a narrower level, in the business of provision of retail loans. Further Parties also exhibit horizontal overlap in the broader market of insurance distribution sector and its narrower segments of distribution of life insurance products and distribution of general insurance products. Accordingly, the Parties have been considered to exhibit horizontal overlaps in: (i) market for provision of loans and lending services in India ( Broad Relevant Market 1 ) and the market for provision of retail loans in India ( Narrow Relevant Market 1 ), (ii) market for distribution of insurance products in India ( Broad Relevant Market 2 ) and its narrow segments viz., (a) market for distribution of life insurance products in India ; and (b) market for distribution of general insurance products in India ( Narrow Relevant Markets ) [Broad Relevant Market 1, Broad Relevant Market 2, Narrow Relevant Market 1, and Narrow Relevant Markets are collectively referred to as ‘ Horizontal Markets ’]

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Further, it is submitted that there are no vertical or complementary linkages between the Acquirer including its Relevant Blackstone Affiliates in India, on one hand, and the Target (including its affiliate) on the other hand.

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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 ( AAEC ) in any of the plausible relevant market(s) in India.

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The Commission considered the market presence of Relevant Blackstone Affiliates and the Target (including its affiliates) in each of the aforesaid segment/sub-segment and observed that the combined presence of the Acquirer and the Target is not such as to cause any competition concerns. Further, each of these markets is characterised by presence of several credible players.

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Page 3 of 4

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Combination Registration No. C-2025/09/1331

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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.

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

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

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The Secretary is directed to communicate to the Acquirer accordingly.

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Bcp Asia II Holdco VII Pte. Ltd.

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Bcp Asia II Holdco VII Pte. Ltd.

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