Page 1 of 5 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,…
Page 1 of 5 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 Combination Registration No. C-2025/03/1253 Page 2 of 5 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) Combination Registration No. C-2025/03/1253 Page 3 of 5 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 Combination Registration No. C-2025/03/1253 Page 4 of 5 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. Combination Registration No. C-2025/03/1253 Page 5 of 5 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.
Research the source law
This record is not yet linked to a specific provision. Browse the law library, choose the affected provision and ask against the exact statutory text.
Browse source laws