Daiwa International Holdings Inc. Combination Approval · C-2025/12/1360

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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/12/1360

03rd February 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Daiwa International Holdings Inc.

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 23rd December 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 Daiwa International Holdings Inc. (Acquirer). The Notice was filed pursuant to execution of (i) Securities Subscription Agreement, and (ii) Shareholders Agreement, both dated 03rd December 2025, entered into amongst the Acquirer, Ambit Private Limited (APL), and Ambit Wealth Private Limited (Target) [hereinafter, the Acquirer and the Target are collectively referred as ‘Parties’].

2. The Proposed Combination is envisaged as the subscription to certain equity shares amounting to 15.01% equity shareholding, on a fully diluted basis, of the Target by the

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Acquirer. In addition to the equity shareholding, the Acquirer will also acquire certain additional rights in the Target, inter alia, relating to nomination of Director and observer on the board of the Target.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 06th January 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 20th January 2026, after seeking an extension of time. The Acquirer also made certain submissions vide email dated 27th January 2026.

4. The Acquirer, incorporated in Japan, is an intermediary management holding company. It was established for the purpose of holding stocks or shares in domestic or foreign companies and controlling and managing their commercial activities. It is a wholly owned subsidiary of Daiwa Securities Group Inc. (Daiwa Securities) which is the entity at the top of the Daiwa Group and the group is, inter alia, engaged in trading and brokerage of securities and derivative products, underwriting and secondary offering of securities, dealing in public offering, secondary offering and private placement of securities and other security-related business, banking business and other financial business.

5. The Acquirer is present in India through: (i) Daiwa Corporate Advisory India Private Limited (Daiwa Corporate Advisory), and (ii) APL and its subsidiaries. Daiwa Corporate Advisory offers investment banking services. APL is registered with SEBI as a merchant banker and directly/indirectly (through its subsidiaries) provides a range of financial services in India, including investment banking and M&A advisory, lending, stock broking, portfolio management services, mutual fund distribution and fund management services.

6. The Target is a subsidiary of APL, and is engaged in multiple business activities in India, including the provision of wealth management services. As per submissions, the Target also proposes to offer retail broking services through its wholly owned subsidiary, Ambit Broking Services Private Limited (Ambit Broking).

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7. The Commission noted that the Acquirer is already shareholder in APL (holding around 18%), along with the (i) right to appoint one director and one observer to the board of directors; and (ii) affirmative voting rights on certain reserved matters.1 APL holds 86.88% equity shareholding in the Target.

8. With regard to horizontal overlaps, it is submitted that the activities of Acquirer (through its affiliates) and Target (through its affiliates) overlap in the business of: (i) portfolio management services (PMS), (ii) alternative investment funds (AIFs), (iii) investment management services to AIFs (AIF IM Services) and (iv) research analyst services (Research Analyst) to the customers located throughout the entire territory of India. Accordingly, the relevant market(s) may be considered as the ‘market for provision of PMS in India’ (PMS Provision Market), the market for provision of AIFs in India’ (AIF Provision Market), ‘the market for provision of AIF IM Services in India’ (AIF IM Services Market), and ‘the market for provision of Research Analyst in India’ (Research Analyst Market). Further, the Parties have submitted that PMS Provision Market may further be delineated at narrow level as ‘the market for provision of discretionary PMS in India’ (Discretionary PMS Segment), ‘the market for provision of non-discretionary PMS in India’ (Non-discretionary PMS Segment), and ‘the market for provision of Equity PMS in India’ (Equity PMS Segment).

9. With regard to vertical linkages, the Acquirer and the Target exhibit following vertical linkages:

(i) Vertical linkage between the Acquirer (through its affiliates) engaged in provision of PMS in India (Upstream Market 1), and the Target is engaged in distribution of PMS in India (Downstream Market 1). (ii) Vertical linkage between the Acquirer (through its affiliates) engaged in provision of AIFs in India (Upstream Market 2), and the Target is engaged in distribution of AIFs in India (Downstream Market 2)

1 The acquisition of shareholding by the Acquirer in APL was notified to and approved by the Commission by way of order dated 13th June 2023 in Combination No. C-2023/05/1027.

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(iii) Vertical linkage between the Target engaged in provision of investment manager (IM) services to AIFs in India (Upstream Market 3), and the Acquirer (through its affiliates) engaged in provision of AIFs in India (Downstream Market 3)

10. 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.

11. Based on the submissions of the Acquirer, the Commission noted that the combined market share of the Parties in PMS Provision Market, AIF Provision Market, AIF IM Services Market, and Research Analyst Market and their respective sub-segments is in the range of [0-5]% respectively, and incremental market share of the Parties in abovementioned markets and their respective sub-segments, is in the range of [0-5]%. Further, each of the above-mentioned markets is characterized by the presence of large number of players.

12. With regard to vertical linkage(s), the Commission observed that the market share of the Acquirer (through its affiliates) in upstream market 1 and in upstream market 2 is in the range of [0-5]%, while the market share of the Target in downstream market 1 and in downstream market 2 is in the range of [0-5]%. Further, the Commission noted that Market share of the Target in upstream market 3 is in the range of [0-5]% and the market share of the Acquirer (through its affiliates) is in the range of [0-5]%. The Commission noted that the presence of the Parties is not likely to cause any competition concerns as there appears to be no ability and incentive to foreclose the competition in any of the market(s).

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

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

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