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BC Asia Investments XXV Limited, BC Asia Investments XIV Limited, and Manappuram Finance Limited file a notice for a combination involving equity subscription, warrant subscription, an open offer, and the acquisition of Manappuram Asset Finance Limited. The Competition Commission of India approves the proposed combination under Section 31(1) of the Competition Act, 2002. The Commission decides that the combination is not likely to have an appreciable adverse effect on competition in India. The order stands revoked if the provided information is incorrect.
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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/05/1280
24th June 2025
Notice under Section 6(2) of the Competition Act, 2002 filed by BC Asia Investments XXV Limited; BC Asia Investments XIV Limited; and Manappuram Finance 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 $5^{\text{th}}$ May 2025, the Competition Commission of India (Commission) received a notice, under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), filed by BC Asia Investments XXV Limited (Acquirer 1), BC Asia Investments XIV Limited (Acquirer 2) and Manappuram Finance Limited (MFL). [Acquirer 1, Acquirer 2 and MFL are collectively referred to as “Acquirers”].
The notice has been filed pursuant to inter alia following documents: (i) Securities Subscription Agreement (SSA) dated 20th March 2025 executed between Acquirers and the Specified Promoter and Promoter Group$^1$ of MFL, (ii) Shareholders’ Agreement (SHA) dated 20th March 2025 executed between Acquirers and the Specified Promoter
$^1$ Collectively, V. P. Nandakumar, Sushama Nandakumar, Suhas Nandan, Sooraj Nandan and Sumitha Nandan, and their qualified successors in accordance with the SSA and the SHA, as the context may require.
Combination Registration No. C-2025/05/1280
and Promoter Group of MFL, (iii) Public Announcement (PA) issued by the manager to the Open Offer on behalf of Acquirer 1 on 20th March 2025, (iv) Detailed Public Statement (DPS) dated 26$^{\text{th}}$ March 2025 published by the manager to the Open Offer, on behalf of the Acquirer 1 on 27$^{\text{th}}$ March 2025. and (v) Share Purchase Agreement dated 20$^{\text{th}}$ March 2025 executed between MFL, V.P. Nandakumar and Manappuram Asset Finance Limited (MAFL) (MAFL SPA)
(i) In terms of SSA, Acquirer 1 shall subscribe to 9,29,01,373 fully paid-up equity shares of MFL (Subscription Equity Shares) through private placement and preferential allotment, resulting in it holding 9.00% shareholding of MFL on a fully diluted basis (inclusive of equity shares to be issued to Acquirer 2 pursuant to exercise and conversion of all Subscription Warrants as set out below).
(ii) Further, in terms of SSA, Acquirer 2 proposes to subscribe to 9,29,01,373 warrants (Subscription Warrants) of MFL through private placement and preferential allotment, which can be exercised (in one or more tranches) at any point between 4 to 18 months from their date of allotment, each carrying a right to subscribe to 1 equity share of MFL, resulting in it holding 9.00% shareholding of MFL on a fully diluted basis (assuming exercise and conversion of all Subscription Warrants into equity shares of MFL). The fully diluted share capital of MFL in this instance would include the issued 9,29,01,373 Subscription Equity Shares to Acquirer 1 and assumes the full exercise and conversion of 9,29,01,373 Subscription Warrants issued to Acquirer 2.
(iii) Pursuant to the execution of the SSA and SHA, the Acquirers will acquire and exercise control over MFL and become promoters of MFL along with the Existing Promoters of MFL, in accordance with and subject to the terms of the SSA and SHA and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a mandatory open offer has been triggered by the Acquirer 1 and its persons acting in concert$^2$, in compliance with
$^2$ Acquirer 1 (i.e., BC Asia Investments XXV Limited) is the acquirer for the purposes of the open offer. The
Combination Registration No. C-2025/05/1280
Regulation 3 and Regulation 4 and other applicable regulations of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (as amended) (Takeover Regulations). Accordingly, Acquirer 1 has made an open offer to acquire up to 24,42,27,387 fully paid-up equity shares representing 26% of the expanded voting share capital of MFL (Offer Shares) from the public shareholders of the Company (Open Offer).
The Subscription Equity shares, the Subscription warrants, the Open Offer, and the MAFL Acquisition, are collectively referred to as the ‘Proposed Combination’. Assuming full tendering of all the Offer Shares in the Open Offer and full exercise of Subscription Warrants, on consummation of the Proposed Combination, Acquirer 1 will hold 32.66% and Acquirer 2 will hold 9.00%, in each case, of the fully diluted share capital of MFL. Collectively, the Acquirers will hold up to 41.66% of the paid-up equity share capital shareholding of MFL on a fully diluted basis inclusive of equity shares to be issued pursuant to exercise of the Subscription Warrants.
In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, certain information(s)/ clarification(s) were sought from the Acquirers vide letter dated 19$^{\text{th}}$ May 2025 and complete response to the same was received on $04^{\text{th}}$ June 2025.
The Acquirers are indirectly owned and controlled by Bain Capital Investors, LLC (Bain Capital). The principal activities of the Acquirers are undertaking investment holding activities. The Acquirers currently do not have any presence or business activities in India. Bain Capital is the ultimate controlling entity of the Acquirers. It is a private equity
‘persons acting in concert’ for the purposes of the open offer are: Acquirer 2 (i.e., BC Asia Investments XIV Limited), BC Asia Investments XXIV Limited, BC Asia Investments XXVI Limited, BC Asia Investments XXI Limited, Bain Capital Asia Fund V, L.P., BC Asia V CTB Investors, L.P., and BC Asia V Private Investors, L.P.
Combination Registration No. C-2025/05/1280
investment firm that invests, through its family of funds, in companies across several industries, including information technology, healthcare, retail and consumer products, communications, financial services, and industrial / manufacturing sectors.
MFL is a diversified non-banking financial company (NBFC) headquartered in Kerala, India. The company primarily provides gold loans, vehicle loans, and MSME loans to customers across India. It has expanded its offerings through its various subsidiaries in housing finance, microfinance, insurance distribution, and IT services. The affiliates of MFL include Manappuram Home Finance Limited (MHFL), Asirvad Micro Finance Limited (AMFL), Manappuram Insurance Brokers Limited (MIBL), and Manappuram Comptech and Consultants Limited (MCCL).
MAFL is an NBFC engaged mainly in providing gold loans. It also provides loans against property, vehicle loans, two-wheeler loans and microfinance loans. The Promoter Group$^3$ controls MFL and MAFL. The Promoter Group comprises of individuals and does not have an ultimate parent entity, and the Promoter Group itself controls MFL and MAFL. Out of the individuals comprising the Promoter Group, V.P. Nandakumar and Sushama Nandakumar are the registered and beneficial owners of approximately 99.9% of the paid-up share capital of MAFL and control the same.
It is submitted as a result of the Proposed Combination, Acquirer 1 and 2 will acquire shareholding and control in MFL and MAFL (indirectly, through the MAFL Acquisition). Therefore, an overlap assessment has been conducted between Acquirer 1 and 2 (including the Bain Capital India Affiliates$^4$) on one hand and MFL and MAFL (including their downstream Affiliates$^5$) on the other hand.
