Asia II Topco XIII Pte. Ltd

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/11/1347

23rd December 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Asia II Topco XIII 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 20th November 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), given by Asia II Topco XIII Pte. Ltd. (Acquirer).

2. The Notice relates to proposed acquisition of certain warrants by the Acquirer, each carrying a right to subscribe to one fully paid-up equity share of Federal Bank Limited (Target) in accordance with the Investment Agreement dated 24th October 2025 executed by and between the Acquirer and the Target (Investment Agreement). Upon full exercise of the warrants, the Acquirer will hold 9.99% of the paid-up share capital of the Target, on a fully diluted basis along with the right to nominate a director on the Target's board (Proposed Combination).

3. In accordance with Regulation 14(2) of the Combination Regulations, vide letter dated 2nd December 2025 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response to RFI on 9th December 2025 (Response) and followed the Response by certain voluntary submissions on 10th December 2025 and 12th December 2025.

4. The Acquirer is owned/controlled by funds advised and/or managed by affiliates of Blackstone Inc. (Blackstone). Blackstone, headquartered in the United States, is a global alternative asset manager.

5. The Target is a private sector commercial bank in India and offers a wide range of products and services, such as deposits, loans, payment services, etc.

6. For the purpose of identifying the relevant areas for competition assessment of the Proposed Combination, the Commission considered the activities/presence of all the affiliates of Blackstone and the Target in India. Based on the information submitted by the Acquirer, the horizontal overlaps can be identified between the Blackstone and the Target entities in the segments of: (i) loans and lending services; (ii) distribution of insurance products; (iii) provision of financial products viz., alternative investment funds (AIFs) and portfolio management services (PMS); and (iv) distribution of financial products viz., mutual funds, AIFs, and PMS. The overlaps in the segment of loans and lending services can be narrowed down to various sub-segments of retail loans viz., home loans, loan against property and loans against securities and sub-segments of wholesale loans viz., corporate loans and construction finance. The overlaps in the segment of distribution of insurance products can also be narrowed to the separate sub-segments of distribution of life insurance and general insurance products. The overlaps in the segment of PMS can be narrowed to the sub-segment of discretionary PMS. Further, the Proposed Combination also has the impact of creating certain vertical linkages viz., (i) provision and distribution of life insurance products; (ii) provision and distribution of PMS; and (iii) provision and distribution of AIFs.

7. The Commission considered the market presence of relevant Blackstone and Target entities in each of the aforesaid segment/sub-segment and the Commission observed that the combined presence of the Acquirer and the Target is insignificant (i.e., less than 5%) to cause any significant change in operational/competition dynamics of, or to raise concerns of appreciable adverse effect on competition (AAEC), in any of the plausible markets that can be delineated as being affected by the Proposed Combination. Accordingly, the Commission decides to leave precise delineation of the relevant market(s) open.

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 AAEC in India. Therefore, the Commission approves the Proposed Combination 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.