1. Puran Associates Private Limited 2. VIC Enterprises Private Limited 3. M.B. Finmart Private Limited 4. Milky Investment & Trading Company

Page 1 of 9 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2023/10/1068 23rd January 2024 Notice under Section 6(2) of the Competition Act, 2002 jointly given by Puran Associates Private Limited, VIC Enterprises Private Limited, M.B. Finmart Private Limited and Milky Investment & Trading Company CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Order under Section 31(1) of the Competition Act, 2002 1. On 19th October 2023, 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 Puran Associates Private Limited (Puran), VIC Enterprises Private Limited (VIC), M.B. Finmart Private Limited (MB Finmart) and Milky Investment & Trading Company (Milky Investment) [collectively the Acquirers]. The Notice was given pursuant to the Board Resolutions of each of the Acquirers dated 25th September 2023 approving the proposed combination, Purchase Orders dated 25th September 2023 by the Acquirers to JM Financial Services Limited regarding the purchase of shares from open market, public announcement dated 25th September 2023 issued by the Acquirers regarding the proposed combination under the provision of Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations). 2. The Commission vide its communications dated 31st October 2023, 24th November 2023 and 12th January 2024 issued under Regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), required the notifying parties to remove the defect from the Notice and furnish certain information relevant for the Combination Registration No. C-2023/10/1068 Page 2 of 9 purpose of assessment of the proposed combination. The notifying parties furnished their responses vide submissions dated 10th November 2023, 29th November 2023, and 16th January 2024. The notifying parties also made submissions dated 27th October 2023, 15th December 2023, and 12th January 2024. 3. The Commission vide its order dated 12th December 2023, under Regulation 9(2) of the Combination Regulations, directed Religare Enterprises Limited (Religare) to furnish certain information. Religare furnished its response vide submissions dated 11th January 2024. 4. The Commission vide its another order dated 12th December 2023 directed the Acquirers to furnish certain information required under the Form I, as specified in Schedule II of the Combination Regulations. The Acquirers furnished their response vide submissions dated 5th January 2024. 5. Religare made a submission dated 20th November 2023 and inter alia submitted about overlaps because of the presence of the Acquirers in the financing/lending business and the insurance business. Such overlaps have been considered in subsequent paragraphs of this order. Further, it has also referred to certain criminal matters. However, these are not related to assessment of the likely effect of the proposed combination on competition in India. It has also referred to Section 6A, inserted by the Competition (Amendment) Act, 2023 into the Act. The Section 6A is yet to come into effect. 6. Religare also submitted copies of submissions made by it to other regulators viz., the Securities and Exchange Board of India, the Insurance Regulatory and Development Authority of India (IRDAI) and the Reserve Bank of India (RBI). However, no prayer was made to the Commission under the said submissions. 7. The Acquirers collectively already holds 21.25% of the issued and outstanding equity share capital of Religare. Combination Registration No. C-2023/10/1068 Page 3 of 9 8. The proposed combination envisages an acquisition of additional shareholding of Religare through the following steps: - Step 1: Open market purchase of approx. 5.27% of the issued and outstanding equity share capital of Religare by M.B. Finmart, Puran, and VIC; and - Step 2: Triggered by Step 1, an open offer under the provisions of the Takeover Regulations, for the acquisition of up to 9,00,42,541 equity shares representing 26% of the Expanded Voting Share Capital of Religare. (Collectively, the Step 1 and Step 2 are referred to as the Proposed Combination) 9. Acquirers are systematically important non-deposit accepting non-banking financial companies (NBFC) registered with the RBI. They are primarily engaged in the business of making investments in the primary and secondary markets and providing secured and unsecured loans and advances. The Acquirers are controlled by various members of the Burman Family. The Burman Family has investments across various sectors such as home healthcare, restaurants, life insurance, consumer goods, FMCG, etc. The various members of the Burman Family undertake their investments through several NBFCs and have independent diversified investments in several businesses in the areas of pharmaceuticals, real estate, financial services, hospitality, education and sports. 10. Religare is a public limited company listed in India on the BSE and National Stock Exchange. It is registered as a systematically important non-deposit accepting NBFC and a core investment company with the RBI. It is active in the financial services business through its subsidiaries and operating entities, namely in the business of provision of loans to SMEs, affordable housing finance, health insurance and retail broking. 11. Universal Sompo General Insurance Co. Ltd. (Universal Sompo), a portfolio company of the Burman Family, provides general insurance products in India. Similarly, Care Health Insurance Ltd. (Care Health), a subsidiary of Religare, provides health Combination Registration No. C-2023/10/1068 Page 4 of 9 insurance products in India. Therefore, the Burman Family and Religare exhibit horizontal overlaps in relation to the provision of general insurance products in India, and more specifically, in the sub-segments of provision of: (a) health insurance, (b) personal accident insurance, and (c) travel insurance product. Further, DMI Finance Pvt. Ltd. (DMI Finance), a portfolio company of the Burman Family, and two subsidiaries of Religare viz., Religare Finvest Ltd. (Religare Finvest) & Religare Housing Development Finance Corporation Limited (Religare HDFC) provide loans and lending services. Therefore, the activities of the Burman Family and Religare exhibit horizontal overlaps in relation to the provision of loans and lending services in India as well its sub-segment of MSME lending. 12. From the submissions dated 11th January 2024 of Religare, it was observed that Religare Broking Limited (Religare Broking), a subsidiary of Religare, has a certain outstanding amount for the loan given by it. However, details relating to overlap with the lending activity of Religare Broking were not furnished in the Notice. Therefore, the Acquirers were required to furnish their clarification. In this regard, the Acquirers vide their submissions dated 16th January 2024 have inter alia submitted that Rule 8(3)(f) of the Securities Contract (Regulation) Rules, 1957 (SCRR) categorically prohibits entities registered with any stock exchange (such as stockbrokers) from engaging in any activity other than that of securities or derivatives. The National Stock Exchange of India, vide its circular dated 7th January 2022, has provided a list of illustrative activities that would construed to be in violation of Rule 8(3)(f) of the SCRR, which includes, inter alia: (i) Entering into any arrangement with any entity for extending loans/giving deposits/advances to any entity not in connection with or incidental to or consequential to its securities/commodity derivatives business; (ii) Entering into any arrangement with clients to extend loans, financing the securities transactions directly/indirectly except as allowed for margin financing purposes;