Currant Sea Investments B.V.

Page 1 of 5 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/04/1278 03rd June 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Currant Sea Investments B.V. CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Aggarwal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 28th April 2025, 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 Currant Sea Investments B.V. (Acquirer). The Notice was filed pursuant to execution of Investment Agreement dated 17th April 2025 amongst the Acquirer and IDFC First Bank Limited (IDFC/Target) (IA). 2. The proposed combination entails the acquisition of up to 9.99% paid-up share capital (on a fully diluted basis) of the Target by the Acquirer by way of subscription to compulsorily convertible cumulative preference shares (CCPS) in the following manner: Combination Registration No. C-2025/04/1278 Page 2 of 5 (a) Acquisition of 81,26,94,722 CCPS of the paid-up share capital of IDFC (on a fully diluted basis) by the Acquirer by way of a primary subscription, compulsorily convertible into 1 equity share each on the cut-off date. (b) Each CCPS acquired by the Acquirer shall be compulsorily convertible into 1 share each at the earlier of (i) expiry of eighteen months from the date of allotment of the CCPS to the Acquirer (i.e., date of closing of the proposed transaction); or (ii) the date on which the 45 trading days’ average of the daily volume weighted average price of the equity shares of IDFC on NSE (factoring the volume weighted average price only post the allotment date of the CCPS) reaches at least INR 60; or (iii) any earlier date, at the option of the Acquirer (Proposed Combination). 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 9th May 2025, certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirer. The Acquirer submitted response to the same dated 15th May 2025. A voluntary submission by the Acquirer was also made on 24th May 2025. 4. The Acquirer is an investment holding company incorporated in Netherlands. It does not have any business activities/physical presence in India. The sole shareholder of the Acquirer is WP Currant Sea Investments Holdings Cooperatief U.A. (WP Currant Sea). The indirect shareholders of WP Currant Sea, in turn, are private equity funds managed by Warburg Pincus LLC (Warburg) and/or its affiliates. The Acquirer, therefore, belongs to the Warburg group. 5. The Warburg Group refers to all private equity funds, vehicles, and/or accounts ultimately advised and managed by various affiliates of Warburg, including the portfolio companies in which those funds and vehicles have invested. The Warburg Group includes the WP Funds that are managed by Warburg and their downstream affiliates. 6. Warburg is a limited liability company headquartered in New York, United States, and has offices in Amsterdam, Berlin, Beijing, Hong Kong, Houston, London, Luxembourg, Combination Registration No. C-2025/04/1278 Page 3 of 5 Mumbai, Mauritius, San Francisco, São Paulo, Shanghai and Singapore. It is registered with the Securities and Exchange Board of India (SEBI) as a foreign portfolio investor under SEBI (Foreign Portfolio Investors) Regulations, 2014 and with the U.S. Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended. Warburg invests in a range of industries including financial services, healthcare, industrial and business services, energy, technology, media & telecommunications and real estate. 7. The Target is a publicly listed entity with 100% public holdings and no promoter. It is the ultimate holding company of the IDFC First group. The Target, along with all its subsidiaries and affiliates, are collectively referred to as the IDFC First Group. The Target is engaged in the business of providing banking services i.e., taking deposits; providing loans, credit cards; distributing mutual fund and insurance products and providing other financial solutions like corporate banking solutions, banking solutions for MSMEs, NRI banking, transaction banking & cash management solutions, FASTag, trade finance, treasury & forex solutions and wealth management solutions. It does not have any business activities outside India [hereinafter, Acquirer and Target are collectively referred to as ‘Parties’]. 8. For the purpose of overlap assessment, the activities of the Warburg Group (including its affiliates) and Target in India have been considered. It is submitted that the Warburg Group, through its portfolio companies (Avanse, Fusion, Home First, Truhome and Vistaar) are engaged in the provision of lending services across multiple categories in India. Similarly, the Target is also engaged in the provision of loans, including but not limited to education loans, home loans, loans against property, microfinance loans, and construction finance/commercial real estate loans. Thus, there are certain horizontal overlaps in the broad sector of loans and lending services and its narrower sub- segments. Accordingly, it is submitted that the relevant market(s) may be delineated as follows: i. “the market for provision of loans and lending services in India” (Broad Loans Market); Combination Registration No. C-2025/04/1278 Page 4 of 5 ii. “the market for provision of retail loans in India” (Narrow Market 1), that may be further sub segmented at the narrower level into: (a) “the market for provision of education loans in India” (Narrower Market 1.1); (b) “the market for provision of home loans in India” (Narrower Market 1.2); (c) “the market for provision of loans against property in India” (Narrower Market 1.3); and (d) “the market for provision of microfinance loans in India” (Narrower Market 1.4). iii. “the market for provision of non-retail loans in India” (Narrow Market 2) that may be further sub-segmented at the narrower level into: (a) “the market for provision of construction finance/commercial real estate loans in India” (Narrower Market 2.1). [Markets (i), (ii) and (ii) are together referred to as Horizontal Relevant Markets]. 9. Besides the presence of horizontal overlaps as specified above, Parties also exhibit vertical relationship with each other. It is observed that Warburg Group (through IndiaFirst), is engaged in the provision of life insurance in India, whereas the Target distributes life insurance products in India. Accordingly, Parties have submitted that the relevant markets may be defined as “the market for the provision of life insurance in India” (Relevant Upstream Market) and “the market for the distribution of life insurance in India” (Relevant Downstream Market). 10. The Commission decides to leave the exact delineation of the relevant market open, as it was observed that because of the reasons stated below, the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible horizontal or vertical relevant market(s) in India. 11. With regard to the horizontal overlaps, based on the submissions of the Acquirer, it is noted that the combined market share of the Parties in Broad Loans Market, Narrow Market 1, Narrower Market 1.2, Narrower Market 1.3, Narrow Market 2 and Narrower Market 2.1 is in the range of [0-5] %, while the combined market share of the Parties in Narrower Market 1.1 and Narrower Market 1.4 is in the range of [5-10]%. Further, each of the above-mentioned horizontal markets are characterized by the presence of large