Setu AIF Trust, Konark Trust, and MMPL Trust · C-2026/01/1377

COMPETITION COMMISSION OF INDIA Combination Registration No.C-2026/01/1377

25th March 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Setu AIF Trust, Konark Trust and MMPL Trust

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 30th January 2026, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by (a) Setu AIF Trust (b) Konark Trust and (c) MMPL Trust [collectively referred to as “Westbridge/Acquirers”].

2. The Notice was filed inter-alia pursuant to: (a) the share purchase agreement between the Acquirers and Fundamentum Partnership - Fund I (Fundamentum) executed on 12th January 2026 (Fundamentum SPA) and (b) the share purchase agreement between the Acquirers and Tancom Investments (Tancom) executed on 12th January 2026 (Tancom SPA).

3. The proposed combination entails an acquisition by the Acquirers of 2.31% additional shareholding in Valuedrive Technologies Private Limited (Target), following which, cumulatively, the shareholding of the Acquirers would be approximately 4.78% (on a fully diluted basis) (Proposed Combination) [hereinafter, Acquirers and Target are collectively referred to as the “Parties”]. Pursuant to the Proposed Combination, the Acquirers will acquire the right to appoint one observer on the Target’s board of directors and the right to access certain information of the Target.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letters dated 12th February 2026 and 24th February 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirer. The responses to the same were received vide letters dated 19th February 2026 and 02nd March 2026.

5. Setu AIF Trust is stated to be a Category II Alternative Investment Fund (AIF) registered with the Securities and Exchange Board of India (SEBI). It is an investment fund belonging to the WestBridge Capital group. It is represented by its trustee, Catalyst Trusteeship Limited (Catalyst) and its manager Mountain Managers Private Limited (MMPL), which is also the sponsor of Setu AIF Trust.

6. Konark Trust and MMPL Trust are stated to be private trusts acting through their respective trustees. Konark Trust is established under the laws of India and Mr. Sandeep Singhal serves as its trustee. MMPL Trust is established under the laws of India, represented by and acting through its trustee, MMPL.

7. It is submitted that Setu AIF Trust, Konark Trust and MMPL Trust are part of ‘WestBridge Capital’ group, which is a global investment management firm leading investments in high quality Indian businesses. ‘WestBridge Capital’ is an umbrella brand under which various investment management companies and investment funds operate. Collectively, MMPL and Setu AIF, including their affiliates, are referred to as the “Acquirer Group”.

8. MMPL is stated to be an Indian private limited company, owned and controlled by resident Indian citizens in accordance with the provisions of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019. MMPL, acting through its board of directors (MMPL Board), is entitled to make all determinations with respect to the investments of Setu AIF.

9. The Target, a private limited company incorporated in India is acting as an operating- cum-holding company for the ‘Spinny Group’. It is primarily engaged in the business of operating an electronic platform for sellers to provide details of used motor vehicles, which are purchased by the Target and subsequently sold on a wholesale/business-to- business basis. The Target also has subsidiaries that are engaged in the provision of loans and lending services to its customers; distribution of insurance in the capacity of a broker (primarily motor insurance); printing and publishing of specialty magazines, online content and organizing events with respect to the automotive sector; and certain ancillary and incidental services. The Target along with its subsidiaries and affiliates is referred to as the “Target Group”.

10. Based on the submissions of the Acquirers, horizontal overlaps are identified between the activities of the Parties (including their affiliates) in the “Broad market for distribution of insurance products in India” (Distribution of Insurance Market) and its sub-segment of ‘market for distribution of general insurance products in India’ (Distribution of General Insurance Market) [collectively referred to as “Horizontal Markets”].

11. Further, it is noted that the Acquirer Group (including its affiliates) is present at the upstream level in the provision of insurance products, and the Target has presence at the downstream level in the distribution of insurance products. Accordingly, a potential vertical linkage can be identified between the upstream market segment comprising provision of insurance products and its sub-segment of provision of general insurance products (Upstream Markets) and downstream market segment comprising distribution of insurance products and its sub-segment of distribution of general insurance products (Downstream Markets) [hereinafter, Upstream Market and Downstream Market are referred to as “Vertical Markets”].

12. The Commission decides to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible horizontal and vertical relevant market(s) in India.

13. Based on the submissions of the Acquirers, the Commission noted that the combined market share of the Parties in the Horizontal Markets is insignificant, along with the presence of several prominent players. With regard to the vertical linkage, in the upstream market segment of provision of insurance products, the Acquirer Group (through its affiliates) has market share in the range of [0-5] %, and [5-10] % in the sub- segment for provision of general insurance products. Further, the Target has insignificant market presence in the Downstream Markets to be able to raise any foreclosure concerns in any of the aforesaid market(s).

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

15. This order may stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

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

17. The Secretary is directed to communicate to the Acquirers accordingly.