Acquisition of Stake in Billionbrains Garage Ventures by Viggo Investment

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/05/1284

1ˢᵗ July 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Viggo Investment Pte. Ltd.

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 13ᵗʰ May 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), given by Viggo Investment Pte. Ltd. (Viggo/Acquirer), pursuant to the execution of, inter alia, a Share Subscription Agreement, dated 28ᵗʰ April 2025 (SSA), between Viggo and Billionbrains Garage Ventures Limited (Groww). On 23ʳᵈ May 2025, Viggo filed an intimation of change under Regulation 15 of The Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations) communicating, inter alia, change in identity of a seller of shares. Along with the intimation of change, Viggo also provided a copy of Share Purchase Agreement, dated 23ʳᵈ May 2025 (SPA), executed amongst Viggo and certain existing shareholders of Groww (Sellers).

2. The proposed combination involves Viggo's proposed acquisition of 2.143 percent shareholding (on a fully diluted basis) in Groww by: (a) subscriptions to Series F compulsorily convertible preference shares as per the SSA; and (b) acquisition of secondary shares of Groww from the Sellers as per the SPA (Proposed Combination).

3. In accordance with Regulation 14(2) of the Combination Regulations, vide letter dated 26ᵗʰ May 2025 (RFI 1), certain information and clarifications were sought from the Acquirer. The Acquirer submitted response on 2ⁿᵈ June 2025 (Response 1). As the Response 1 was found to be incomplete, certain information/documents were again sought from the Acquirer vide letter dated 9ᵗʰ June 2025 (RFI 2), response to which was filed on 12ᵗʰ June 2025 (Response 2).

4. The Acquirer is indirectly wholly owned by GIC (Ventures) Pte. Ltd. (GIC Ventures). The Acquirer is an investment holding vehicle organized as a private limited company in Singapore that is part of a group of investment holding companies holding investments managed by GIC Special Investments Pte. Ltd. (GICSI). GICSI, which manages investments in private equity, venture capital, and infrastructure, was set up as the private equity and infrastructure investment arm of GIC Private Limited (GIC) and is wholly owned by GIC.

5. 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 personal loans). Also, Groww through its affiliates has its own asset management business (as a mutual fund house).

6. First and foremost, the Commission considered the nature of the Proposed Combination and observed that it involves acquisition of minority stake by the Acquirer with certain rights without any board seat or board observer right. The Commission observed that considering the nature of rights etc., the Proposed Combination is not likely to alter the operational dynamics of any market segment that can be plausibly considered as relevant.

7. Nonetheless, the Commission considered the activities of GIC (and its affiliates) and that of Groww for the purpose of identifying the relevant entities for mapping of overlaps/linkages for the purposes of competition assessment. Accordingly, based on the information given by the Acquirer, the Commission observed that the Proposed Combination has the effect of creating horizontal overlaps in the segments of: (i) provision of mutual funds in India; (ii) distribution of mutual funds in India; (iii) provision of personal loans in India; (iv) distribution of loans and lending services in India; (v) Bharat Bill Payment System services (as agent institution) in India; (vi) provision of UPI based digital payment applications in India; (vii) provision of payment aggregation services (standalone and recurring) in India; and (viii) provision of payment orchestration services in India and that certain vertical/complementary linkages can also emanate from the aforesaid horizontally overlapping segments. The Commission considered the extent of presence of GIC (and its affiliates) and Groww in each of the horizontally overlapping segments or vertically linked/complementary segments and observed that the same is insignificant to cause any change in competition dynamics of any plausible market that could be delineated for the purposes of competition assessment.

8. 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 same under Section 31(1) of the Act.

9. This order shall stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

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

11. The Secretary is directed to communicate to the Acquirer accordingly.