Approval of Acquisition of Aadhar Housing Finance Limited by AXDI LDII SPV 1 LTD · C-2025/11/1351

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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/11/1351

3rd February 2026

Notice under Section 6(2) of the Competition Act, 2002 given by AXDI LDII SPV 1 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 27th November 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by AXDI LDII SPV 1 LTD (Acquirer). The Notice was filed pursuant to the execution of a Share Purchase Agreement (SPA) dated 29th July 2025, entered into between the Acquirer and BCP Topco VII Pte. Ltd. (Seller).

2. The Proposed Combination envisages the acquisition of 10.04% (on a fully diluted basis) of the issued and paid-up capital of the Aadhar Housing Finance Limited (Target) by the Acquirer from the Seller [hereinafter, the Acquirer and the Target are collectively referred to as ‘Parties’].

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3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 10th December 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 24th December 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 6th January 2026, and the response dated 22nd January 2026 was furnished by the Acquirer after seeking extension of time. The Acquirer also made certain voluntary submissions vide email dated 24th January 2026.

4. The Acquirer is a special-purpose vehicle incorporated in the Abu Dhabi Global Market (ADGM). As on date, it does not have any investments in India or worldwide. The Acquirer is jointly owned (indirectly) by two funds. The general partners and investment managers of both these funds are wholly owned and controlled (indirectly) by Lunate Holding RSC LTD (Lunate Holding). Lunate Holding is incorporated as a restricted scope company in ADGM.

5. Lunate Holding is a subsidiary of Chimera Investment LLC (Chimera Investment). Chimera Investment is, in turn, controlled by International Holding Company PJSC (IHC), a public listed company on the Abu Dhabi Securities Exchange. IHC is part of and ultimately held by the Abu Dhabi Royal Group, a family office of the Abu Dhabi royal family.

6. The Target is a public limited company listed on the BSE and the National Stock Exchange of India Limited. It is registered as a housing finance company with the National Housing Bank and offers retail loans in India. In particular, it provides affordable housing finance for the construction and/or purchase of residential properties and loans against property, to low-income segments. It is also registered with the Insurance Regulatory Development Authority of India as a corporate agent and is engaged in insurance distribution. Target belongs to Blackstone Group (i.e., Blackstone Inc. together with its affiliates).

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7. With regard to horizontal overlaps, it is submitted that affiliates of the Acquirer/IHC and the Target are present in the broad market for the provision of loans and lending services in India (Loans Market) and the distribution of insurance in India (Insurance Distribution Market). Within the Loans Market, the Parties overlap in the retail loans segment, and further, within the retail loans segment, in the sub-segments of home loans and loans against property in India. Within the Insurance Distribution Market, the Parties overlap in the segments of distribution of non-life/general insurance and life insurance in India.

8. With regard to vertical linkages, it is submitted that there is a vertical relationship as the Target is present in the Loans Market (upstream) and the affiliates of Acquirer/IHC are present in the market for distribution of loans in India (downstream).

9. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India.

10. Based on the submissions of the Acquirer, the Commission noted that the combined market share of the Parties in the Loans Market and Insurance Distribution Market, as well as their segments/sub-segments, is in the range of [0-5]%.

11. With regard to the vertical linkage, the Commission observed that the market share of Target in the upstream market is insignificant, and the market share of the affiliates of Acquirer/IHC in the downstream market is in the range of [5-10]%. Thus, given their presence, it appears that the Parties do not have the ability or incentive to foreclose the competition in any of the market(s).

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.

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13. This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

14. The information provided by the Acquirer 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 Acquirer accordingly.