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The Competition Commission of India approves the combination involving the acquisition of equity shares and a rights issue in Bharti Axa Life Insurance Company Limited by 360 ONE Private Equity Fund and Bharti Life Ventures Private Limited. The transaction results in 360 ONE and Bharti Life Ventures holding 15 percent and 85 percent shareholdings respectively. The Commission concludes that the combination does not cause an appreciable adverse effect on competition in India. The order remains subject to potential revocation if the provided information is found incorrect.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/02/1251
22nd April 2025
Notice under Section 6(2) of the Competition Act, 2002 jointly given 360 ONE Private Equity Fund and Bharti Life Ventures Private 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
On 25th February 2025, 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 360 ONE Private Equity Fund (360 Fund), through its schemes or affiliates, acting through its investment manager, 360 ONE Alternates Asset Management Limited (360 AAML) and Bharti Life Ventures Private Limited (BLVPL) [hereinafter, 360 Fund and 360 AAML are collectively referred to as the ‘360 ONE’, and 360 ONE and BLVPL are collectively referred to as the ‘Acquirers’]. The Notice was filed pursuant to the execution of the Share Purchase cum Share Subscription Agreement and Shareholders’ Agreement, each dated 17th February 2025, amongst 360 Fund, BLVPL, and Bharti Axa Life Insurance Company Limited (BALIC) [hereinafter, 360 ONE, BLVL, and BALIC are collectively referred to as the ‘Parties’].
The Proposed Combination envisages the following steps:
As a result of the Proposed Combination, 360 ONE and BLVPL will hold 15% and 85% shareholdings in BALIC, respectively.
In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 11th March 2025, certain information and clarifications were sought from the Acquirers. The Acquirers submitted the response dated 18th March 2025. Since the response was not complete, another letter was issued on 25th March 2025, and the response dated 1st April 2025 was given by the Acquirers.
The 360 Fund is registered with the Securities and Exchange Board of India as a Category II Alternative Investment Fund (AIF) and is established for the purpose of investing in various sectors in India and worldwide. The 360 Fund is managed by its investment manager, 360 AAML. 360 AAML is a wholly-owned subsidiary of 360 ONE WAM Limited (360 OWL). It provides investment management services to Category I and Category II AIFs of the 360 ONE group and also undertakes co-investment portfolio management services.
It is submitted that certain affiliates of the 360 ONE group are engaged in the distribution of life insurance products and services in India.
BLVPL is the holding company of BALIC and belongs to the Bharti group. Bharti Enterprises (Holdings) Private Limited and Bharti Overseas Private Limited each hold 50% shareholding in BLVPL. One of the Bharti group’s companies, namely Airtel Payments Bank Limited (APBL), acts, inter alia, as a corporate agent and distributes insurance products in India, including life insurance products.
BALIC, a limited liability public unlisted company incorporated in India, is currently solely owned by BLVPL. BALIC is involved in the business of providing life insurance policies like endowment, whole life, pension, savings plans, term plans, annuity, unit-linked insurance plans, etc.
It is submitted that BALIC, which is engaged in the business of provision of life insurance products and services in India (upstream), exhibits vertical overlaps (both existing and potential) with the affiliates of 360 ONE group, which are engaged in the business of distribution of life insurance products and services in India (downstream). APBL is also present in this downstream market, but there will be no change in market dynamics from this linkage as a result of the Proposed Combination.
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.
Based on the submissions of the Acquirers, the Commission noted that the market share of BALIC in the upstream market for the provision of life insurance products and services in India, and 360 ONE group (through its affiliates) in the downstream market for distribution of life insurance products and services in India, is insignificant. Thus, it appears that the Proposed Combination is not likely to foreclose competition.
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.
This order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect.
The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.
The Secretary is directed to communicate to the Acquirers accordingly.
