Girnar Software Private Limited, ID Entities, RB Entities, GS Entities, TVS Group Entities, Eytukan Holdings, Apis Growth II (Rose) Pte Ltd. , Dai-ichi Life Holding

COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/07/1300

07^th November 2025

Notice under Section 6(2) of the Competition Act, 2002 filed by Girnar Software Private Limited; Girnar Insurance Brokers Private Limited; Girnar Finserv Private Limited; D2C Consulting Services Private Limited; D2C Insurance Broking Private Limited; Artivatic Data Labs Private Limited; RB Info Services Private Limited; Goldman Sachs Capital Holdings II Pte. Ltd.; West Street Global Growth Partners V (Singapore) Pte. Ltd.; West Street Global Growth Partners EMP V (Singapore) Pte. Ltd.; West Street Private Markets 2022 V Pte. Ltd.; TVS Shriram Growth Fund 3; Mr. N Laxmi Narayanan; Mr. Ajay Sridhar Shriram; Mr. Ajit Shridhar Shriram; Mr. Vikram Shridhar Shriram; Mr. Vineet Dhingra; Eytukan Holdings (formerly, Avataar II Co- Investment I Ltd.); Apis Growth II (Rose) Pte. Limited; Dai-ichi Life Holdings Inc.; Mr. Ankit Kumar Agrawal; Mr. Ish Babbar; Mr. Balachander Sekhar and Mr. Indraneel Chatterjee.

CORAM:

Ms. Ravneet Kaur
Chairperson

Mr. Anil Agrawal
Member

Ms. Sweta Kakkad
Member

Order under Section 31(1) of the Competition Act, 2002

1. On 17^th July 2025, the Commission received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (‘Act’) filed by – (i) Girnar Software Private Limited (GSPL); (ii) Girnar Insurance Brokers Private Limited (Girnar Insurance); (iii) Girnar Finserv Private Limited (Girnar Finserv) ; (iv) D2C Consulting Services Private Limited (D2C Consulting); (v) D2C Insurance Broking Private Limited (D2C Insurance); (vi) Artivatic Data Labs Private Limited (Artivatic); (vii) RB Info Services Private Limited (RB Info); (viii) Goldman Sachs Capital Holdings II Pte. Ltd. (GSCH); (ix) West Street Global Growth Partners V (Singapore) Pte. Ltd. (WSGGP V); (x) West Street Global Growth Partners EMP V (Singapore) Pte. Ltd. (WSGGPE); (xi) West Street Private Markets 2022 V Pte. Ltd. (WSPM); (xii) TVS Shriram Growth Fund 3 (TSGF); (xiii) Mr. N Laxmi Narayanan; (xiv) Mr. Ajay Sridhar Shriram; (xv) Mr. Ajit Shridhar Shriram; (xvi) Mr. Vikram Shridhar Shriram; (xvii) Mr. Vineet Dhingra; (xviii) Eytukan Holdings (formerly, Avataar II Co- Investment I Ltd.) (Eytukan Holdings); (xix) Apis Growth II (Rose) Pte. Limited (Apis Growth); (xx) Dai-ichi Life Holdings Inc. (Dai-ichi); (xxi) Mr. Ankit Kumar Agrawal; (xxii) Mr. Ish Babbar; (xxiii) Mr. Balachander Sekhar; (xxiv) Mr. Indraneel Chatterjee.
   [Hereinafter, Girnar Insurance and Girnar Finserv together referred to as “Insurance Dekho (ID) Entities”; D2C Insurance, D2C Consulting, Artivatic, and RB Info together referred to as “Renewbuy (RB) Entities”; GSCH, WSGGP V, WSPM and WSGGPE are collectively referred to as “GS Entities (Part of ID Investors)”; TSGF, Mr. N Laxmi Narayanan; Mr. Ajay Sridhar Shriram, Mr. Ajit Shridhar Shriram, Mr. Vikram Shridhar Shriram, Mr. Vineet Dhingra, Eytukan Holdings are collectively referred to as “TVS Entities (Part of ID Investors)”; Apis Growth and Dai-ichi are collectively referred to as “RB Investors”; Mr. Ankit Kumar Agrawal and Mr. Ish Babbar are collectively referred to as “ID Founders”; Mr. Balachander Sekhar and Mr. Indraneel Chatterjee are collectively referred to as “RB Founders”.]

2. The notice is filed pursuant to the following documents – (a) The Merger Framework Agreement executed on 12^th May 2025 (MFA); (b) Business Transfer Agreement entered amongst RB Entities and RB Founders (D2C Consulting Slump Sale BTA); (c) Business Transfer Agreement entered amongst Artivatic, Girnar Finserv and ID Founders (Girnar Finserv Slump Sale BTA); and (d) Business Transfer Agreement entered amongst Girnar Insurance, Artivatic and ID Founders. (Girnar Insurance Slump Sale BTA) [Hereinafter, GSPL, ID Entities, RB Entities, ID Investors, RB Investors, ID Founders and RB Founders are collectively referred to as “Parties”].

3. The proposed transaction contemplates the combination / merger of two individual groups (i.e., ID Entities and RB Entities) into a single group by way of a series of composite steps. It envisages that Girnar Finserv, Girnar Insurance, D2C Consulting and RB Info will merge into and ultimately be housed in Artivatic (Proposed Combination). It is submitted that the Proposed Combination will be implemented by way of the following steps:

• (i) Artivatic Share Transfer: GSPL, Founders and certain investors of ID and RB will collectively acquire shares in Artivatic from D2C Consulting.
• (ii) D2C Consulting Slump Sale: Subsequent to the Artivatic Share Transfer, by way of the D2C Consulting Slump Sale, as a composite step D2C Consulting will transfer its entire business (which includes shares of D2C Insurance and RB Info being subsidiaries of D2C Consulting) to Artivatic through a slump sale, on a going concern basis.
• (iii) Girnar Finserv Slump Sale: Contemporaneous to the D2C Consulting Slump Sale, Girnar Finserv will transfer its entire business to Artivatic through a slump sale, on a going concern basis.
• (iv) Girnar Insurance Voluntary Surrender of Certificate of Registration (CoR)/ Migration of customer contracts to D2C Insurance from Girnar Insurance: Contemporaneous to the foregoing, an application for voluntary surrender of the CoR (of insurance broking) will be filed by Girnar Insurance with IRDAI, followed by migration of customer contracts from Girnar Insurance to D2C Insurance.
• (v) Girnar Insurance Slump Sale (Step 5): Subsequent to the above and post receipt of approval of IRDAI for voluntary surrender of CoR by Girnar Insurance, by way of a slump sale, Artivatic will acquire the remaining business of Girnar Insurance through a slump sale, on a going concern basis.
• (vi) Merger: Following the consummation of the transaction steps mentioned above, D2C Consulting, Girnar Finserv, Girnar Insurance and RB Info shall merge with and into Artivatic.
  Post the merger, the two surviving entities will be Artivatic and D2C Insurance - as a wholly owned subsidiary of Artivatic.

4. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, certain information(s)/ clarification(s) were sought from the Parties vide letters dated 30^th July 2025 and 16^th September 2025, and complete response to the same was received on 15^th October 2025.

ID Entities

5. GSPL is the ultimate parent entity of ID Entities i.e., Girnar Insurance and Girnar Finserv. Mr. Amit Jain and Mr. Anurag Jain are the founders and ultimate controlling persons of GSPL. GSPL owns and operates “CarDekho” platform which allows users to research new and used vehicles, compare auto brands and models, and connect with dealers and original equipment manufacturers (OEMs) to buy new and used vehicles offered by them. In addition, GSPL and its subsidiaries operate various other platforms such as BikeDekho, TractorDekho, TruckDekho, BicycleDekho, BusDekho, BatteryDekho, CollegeDekho, Ruppy, PowerDrift, Zigwheels, Crack-Ed, Carrum Mobility Solutions Private Limited, etc.

6. Mr. Ankit Kumar Agrawal and Mr. Ish Babar are the founders of Girnar Finserv and Girnar Insurance, who hold certain managerial positions within Girnar Insurance. Girnar Insurance via ID is involved in insurance broking and distribution of life insurance and general insurance products. Girnar Finserv, is a subsidiary of GSPL offering marketing communication services.

7. ID Group referred to in the notice includes: a) the ID Entities i.e., Girnar Insurance and Girnar Finserv; and b) their ultimate parent entity i.e., GSPL (colloquially referred to as CarDekho Group).

ID Investors

(i) GS entities

8. GSCH is a private company limited by shares and incorporated in Singapore. GSCH is wholly owned subsidiary of Goldman Sachs Capital Holdings I Pte. Ltd. and the ultimate parent company is the Goldman Sachs Group, Inc. (GS). The principal activity of GSCH is to hold investments in Asian countries.

9. WSGGP V is a private company limited by shares and incorporated in Singapore. It is owned by funds managed by Goldman Sachs & Co. LLC (GSCO), an investment manager. GSCO is indirectly wholly owned by GS. The principal activity of WSGGP V is to hold investments in financial assets.

10. WSGGPE is private company limited by shares and incorporated in Singapore. The ultimate owner of the general partners of the shareholders of WSGGPE is the GS Group. The principal activity of WSGGPE is to hold investments in financial assets.

11. WSPM is a private company limited by shares and incorporated in Singapore. WSPM is owned by funds managed by GSCO, an investment manager. GSCO is indirectly wholly owned by GS. The principal activity of WSPM is to hold investments in financial assets.

12. GS, a Delaware corporation, is a global investment banking, securities and investment management firm that provides a range of banking, securities and investment services worldwide. Headquartered in New York and listed on the New York Stock Exchange, it has offices in major financial centres around the world.

13. GS together with its group entities is referred to as the “GS Group”. It is submitted in the notice that the relevant GS Group portfolio entities present in India or registered outside India or having a presence in India by way of sales and deriving revenue from India, based on the Materiality Thresholds[^1] (GS Portfolio Entities / GS Portfolio Entity) do not exhibit any horizontal overlaps and actual / potential vertical linkages and complementary linkages with RB Entities.