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COMPETITION COMMISSION OF INDIA
Combination Registration No. C-2025/03/1253
1st April 2025
Notice under Section 6(2) of the Competition Act, 2002 jointly given by Peak XV Partners
Investments VI-1, Ribbit Capital V L.P., Ribbit Cayman GW Holdings V, Ltd., GW-E
Ribbit Opportunity V, LLC, YC Holdings II, LLC, YCCG21 L.P., Mr. Lalit Keshre, Mr.
Harsh Jain, Mr. Neeraj Singh, Mr. Ishan Bansal, Internet Fund VI Pte. Ltd., ICONIQ
Strategic Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P.
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 3rd March 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 (i) Peak XV Partners Investments VI-1 (Peak XV), (ii) Ribbit Capital V
L.P. (acting for itself and as nominee for Ribbit Founder Fund V, L.P.), Ribbit Cayman
GW Holdings V Ltd. and GW-E Ribbit Opportunity V LLC (collectively, ‘Ribbit’), (iii)
YC Holdings II LLC and YCCG21 L.P. (collectively, ‘YC’), and (iv) Founders of
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Billionbrains Garage Ventures Private Limited (Groww/Target), namely Mr. Lalit
Keshre, Mr. Harsh Jain, Mr. Neeraj Singh, and Mr. Ishan Bansal (collectively,
‘Founders’). Later, Internet Fund VI Pte. Ltd. (Tiger Global), ICONIQ Strategic
Partners VI, L.P. and ICONIQ Strategic Partners VI-B, L.P. (collectively, ‘ICONIQ’)
became notifying party by furnishing relevant documents [hereinafter, Peak XV, Ribbit,
YC, Tiger Global and ICONIQ are collectively referred to as the ‘Investors’, and the
Investors and Founders are collectively referred to as the ‘Acquirers’/‘Notifying
Parties’].
2.
The Notice was filed pursuant to the execution of Revised Shareholders’ Agreement
dated 6th January 2025 executed between Groww, its Founders, Investors and other
shareholders (New SHA).
3.
The Proposed Combination envisages the following transactions:
i)
the collapse of the differential voting rights (DVRs) held by the Founders of
Groww (Proposed DVR Collapse); and
ii)
the bonus compulsorily convertible preference shares (Bonus CCPS) proposed to
be issued to equity shareholders and corresponding adjustment to the conversion
ratio of the preference shares to accommodate the bonus (Proposed Bonus CCPS
Issuance).
[Hereinafter, the Proposed DVR Collapse and the Proposed Bonus CCPS issuance are
together referred to as the ‘Proposed Combination’.]
4.
It is submitted that Groww intends to launch an initial public offering (IPO) for the
company to be listed on certain stock exchanges in India. To ensure compliance with IPO
related listing and issuance obligations, Groww has executed the New SHA envisaging
DVR Collapse whereby the voting rights of the Investors and the Founders become
commensurate with their shareholding in Groww. The Proposed DVR Collapse is being
undertaken on account of operation of law to ensure Groww’s compliance with IPO
requirements including SEBI (Issue of Capital and Disclosure Requirements)
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Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
5.
In terms of Regulation 14 of the Competition Commission of India (Combinations)
Regulations, 2024, vide letter dated 13th March 2025, certain information and
clarifications were sought from the Notifying Parties. The Notifying Parties submitted
the response dated 19th March 2025.
6.
Peak XV is an investment fund of Peak XV Partners, a venture capital and growth
investing firm primarily focused on investing in start-ups in India and South-East Asian
region across various sectors, actively supporting the growth of early-stage and
established companies through funding and mentorship programs that helps accelerate
their development in the Indian market.
7.
Ribbit is a global investment organization that invests in early-stage companies,
particularly in information technology, financial services, mobile, and insurance
technology sectors. Ribbit is ultimately controlled by Mr. Meyer Malka.
8.
YC is a startup accelerator and early-stage venture investor that invests in over 600
startup companies per year, primarily in the technology industry. YC’s many funds are
managed and controlled by Y Combinator Management, LLC.
9.
Groww is a company incorporated in India, which is engaged in the business of, inter
alia: (a) software designing, customisation, testing and benchmarking, designing and
development of computer software and solutions, and providing, building, and organising
of software tools; (b) marketing and innovation of licensed software; and (c) providing
management and consultancy services to its group companies. Groww through its
affiliates operates an online trading platform and mobile application called “Groww”,
which allows investors to invest in stocks and mutual funds and other financial
instruments/business including Unified Payments Interface (UPI) payments as a third-
party application provider, facilitation of bill payments, and provision of credit (through
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personal loans). Groww through its affiliates also has its own asset management business
(as a mutual fund house).
10.
Founders of Groww: Mr. Lalit Keshre, an Indian citizen, is currently the Chief Executive
Officer (CEO) of Groww. Mr. Harsh Jain, an Indian citizen, is currently the Chief
Operating Officer (COO) at Groww. Mr. Neeraj Singh, an Indian citizen, is currently
Chief Technology Officer (CTO) at Groww. Mr. Ishan Bansal, an Indian citizen, is
currently Chief Financial Officer (CFO) at Groww.
11.
The Commission noted that though the activities of the Acquirers (including their
ultimate controlling entities/persons along with the respective group entities and
affiliates) and Target (including its affiliates) overlap in various market segments, the
Target is primarily a brokerage platform deriving most of its revenue from the said
segment. The Commission further noted that the Proposed Combination is triggered
because of two corporate actions, namely collapse of DVRs and issuance of Bonus CCPS,
both of which do not change the control dynamics of the Target or the competition
dynamics. It neither leads to the entry or exit of any shareholder nor alters the manner in
which the Target conduct their business. The Proposed Combination does not impact
competition in any plausible relevant market as the Acquirers and the Founders have
been exercising joint control (and will continue to do so post the Proposed Combination)
over Groww. Resultantly, the Proposed Combination does not result in any change in
either the ownership structure of the Target or the economic interests of the Notifying
Parties.
12.
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.
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13.
This order may be revoked if, at any time, the information provided by the Notifying
Parties is found to be incorrect.
14.
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.
15.
The Secretary is directed to communicate to the Notifying Parties accordingly.
