Kedaara Pearl Holding and Kedaara Capital Fund IV AIF

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/05/1418

16th June 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Kedaara Pearl Holding and Kedaara Capital Fund IV AIF

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 4th May 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Kedaara Pearl Holding (Acquirer 1) and Kedaara Capital Fund IV AIF (Acquirer 2)[collectively, the ‘Acquirers/Notifying Parties’] in relation to the proposed preferential issue of certain equity shares by Axis Finance Limited (Target) amounting to 5.09% of the issued and subscribed paid-up capital of the Target, to the Acquirers (Proposed Combination)[The Acquirers and the Target are hereinafter collectively known as ‘Parties’].

2. The Notice was filed pursuant to execution of inter alia (i) Share subscription agreement dated 25th April 2026 between the Acquirers and the Target (SSA) and (ii) Investor Agreement entered between the Acquirers, Axis Bank Limited (Axis Bank) and the Target dated 25th April 2026 (IA) pursuant to which the Acquirers will be granted certain rights in the Target.

3. In accordance with Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 13th May 2026 (RFI), certain information and clarifications were sought from the Acquirers. The Acquirers submitted the response to RFI on 21st May 2026 (Response).

4. Acquirer 1 is a Category II Alternative Investment Fund (AIF) registered with the International Financial Services Centres Authority (IFSCA). It is an investment vehicle and forms part of the Kedaara Group (defined below). As on date, Acquirer 1 does not have any investments in India.

5. Acquirer 2 is a Securities and Exchange Board of India (SEBI) registered AIF that is also an investment vehicle and forms part of the Kedaara Group. Acquirer 2 has investments in the financial services sector and logistics sector in India.

6. The investment managers of Acquirer 1 and Acquirer 2 are Nish Capital Investment Advisors LLP and Kedaara Capital Business Services LLP, respectively. As submitted, the Acquirers and their investment manager are ultimately controlled, advised, and / or managed by Manish Kejriwal, Sunish Sharma, and Nishant Sharma (acting collectively, ‘Member Team’). The Member Team along with its controlled, advised and/or managed entities is referred to as ‘Kedaara Group/Acquirer Group’. The Kedaara Group is focused on making operationally oriented minority investments in a variety of sectors such as consumer retail, financial services, technological services, and healthcare in India and worldwide.

7. The Target is a public unlisted company, incorporated in India, operating as a Non- Banking Financial Company and is a wholly-owned subsidiary of Axis Bank. It belongs to the Axis Group. It primarily engages in providing a range of financial services including wholesale lending, MSME financing, retail loans to individuals and businesses across India. The Target is also registered with the Insurance Regulatory Development Authority of India as a composite corporate agent and is engaged in distribution of insurance products. The Target does not have any affiliates that meet the materiality thresholds.

8. For the purpose of identifying the relevant areas for competition assessment of the Proposed Combination, the Commission considered the activities of Acquirer Group (including its affiliates) on the one hand; and the Target on the other hand. Based on the information contained in the Notice, the horizontal overlaps were identified in the following markets and their narrower segments:

I. Provision of loans and lending services in India a. Provision of retail loans in India i. Provision of home loans in India ii. Provision of MSME loans in India iii. Provision of loans against property in India iv. Provision of personal loans in India II. Distribution of insurance products in India a. Distribution of life insurance products in India. b. Distribution of general insurance products in India

(Hereinafter, collectively referred to as ‘Horizontal Markets’)

9. The Commission considered the presence of Parties in each of the Horizontal Markets and observed that the combined presence of the Parties is [0-5]% in each market, with an increment of less than 1%. Further, each of the markets examined is characterised by presence of other significant competitors that will continue to exert competitive constraints on the Parties. Thus, given the insignificant presence of the Parties, the Proposed Combination is not likely to raise concerns of appreciable adverse effect on competition (AAEC), in any of the aforesaid markets examined. Accordingly, the Commission decides to leave precise delineation of the relevant market(s) open.

10. 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 an AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

11. The order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

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

13. The Secretary is directed to communicate to the Notifying Parties accordingly.