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

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Page 1 of 15 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/07/1300 07th 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 17th 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 Combination Registration No. C-2025/07/1300 Page 2 of 15 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 12th 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”]. Combination Registration No. C-2025/07/1300 Page 3 of 15 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. Combination Registration No. C-2025/07/1300 Page 4 of 15 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 30th July 2025 and 16th September 2025, and complete response to the same was received on 15th 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. Combination Registration No. C-2025/07/1300 Page 5 of 15 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 Thresholds1 (GS Portfolio Entities / GS Portfolio Entity) do not exhibit any horizontal overlaps and actual / potential vertical linkages and complementary linkages with RB Entities. (ii) TVS Entities 14. TVS Entities are existing investors in ID. TSGF is a close ended fund organised as a scheme under TVS Shriram Growth AIF Trust (Trust) registered with the Securities Exchange Board of India (SEBI) as an Alternative Investment Fund (AIF), under the SEBI (AIF) Regulations, 2012. TSGF is managed by TVS Capital Funds Private Limited (TCFPL), 1 ‘Affiliates’ include any entity in which a relevant entity has: (i) direct or indirect shareholding or voting rights of 10% or more; or (ii) a right or ability to exercise any right that is not available to an ordinary shareholder; or (iii) a right or ability to nominate a director or observer in another entity; or (iv) a right or ability to access commercially sensitive information of the entity (collectively referred to as the “Materiality Thresholds”). Combination Registration No. C-2025/07/1300 Page 6 of 15 which is the ultimate controlling entity of TSGF and the TVS Entities. It targets growth- stage investments in sectors like financial services, consumer, and business services. Mr. N Laxmi Narayan, Mr. Ajay Shridhar Shriram, Mr. Ajit Shridhar Shriram, Mr. Vikram Shridhar Shriram, and Mr. Vineet Dhingra are all individuals associated with TSGF and hold minority investments in ID Entities. However, these individuals do not exercise any control over TSGF or TCFPL. (iii) Eytukan Holdings 15. Eytukan Holdings is incorporated in the Republic of Mauritius as a private company limited. It holds a Global Business Licence issued by the Mauritian Financial Services Commission. It is focused on growth-stage B2B and SaaS companies. There is no ultimate beneficial owner of Eytukan Holdings, and it is managed by George Thangadurai, senior managing official. Eytukan Holding’s portfolio entities present in India or registered outside India and having a presence in India by way of sales / revenue derived out of India (based on the Materiality Thresholds) do not exhibit any horizontal overlaps and actual / potential vertical and complementary linkages with the RB Entities. RB Entities 16. D2C Consulting is the ultimate parent entity of (i) D2C Insurance, (ii) RB Info, and (iii) Artivatic. Mr. Balachander Sekhar and Mr. Indraneel Chatterjee are the founders of RB and are the ultimate controlling persons of D2C Consulting. D2C Consulting is engaged in marketing and management consulting services within the insurance sector. D2C Insurance is engaged in providing insurance brokerage services and holds a license to act as a direct broker. RB Info is active in the sale of wellness products (distribution of OPD insurance), acts as a direct selling agent (DSA) for loans and credit cards and provides ancillary services in the insurance sector such as claim assistance services and grievance redressal services. D2C Consulting, D2C Insurance and RB Info operate the RenewBuy platform and provide services through it. Artivatic provides insurance related IT services such as API based and SaaS solutions for underwriting and claim assistance. 17. RB Group referred to in the notice includes: a) the RB Entities, i.e., D2C Insurance, RB Info and Artivatic; and b) their ultimate parent entity, i.e., D2C Consulting. Combination Registration No. C-2025/07/1300 Page 7 of 15 RB Investors (i) Apis Growth 18. Apis Growth is a private company incorporated in Singapore, limited by shares and managed by Apis Partners Group (UK) Limited, which is also its ultimate parent company. The principal activity of Apis Growth is long term investment holding. It does not have any physical presence in India but generates revenue in India through: (i) Impact Guru Technology Ventures Private Limited (Impact Guru) which is involved in the distribution of general insurance products (primarily health insurance products) through CarePal; (ii) Secure Now Insurance Broker Pvt. Ltd. (SecureNow) which is involved in the distribution of general insurance products (particularly to SME customers); and (iii) Moneyview Limited (Moneyview) which is active in (i) distribution of general insurance products (primarily vehicle insurance) and (ii) distribution of loans, including personal loans. (ii) Dai-ichi 19. Dai-ichi is a public listed company, incorporated in Japan. It belongs to the Dai-ichi group of companies and is the ultimate controlling person/entity of the group. Globally, the Dai- ichi group is primarily engaged in life insurance and asset management business. Dai-ichi is not directly present in India. However, Dai-ichi's portfolio company, Star Union Dai- ichi Life Insurance Company Limited (SUD Life), is active in providing life insurance in India. Further, Union Asset Management Company Private Limited (UAMCPL), another portfolio company is active in the provision of mutual funds in India. 20. In the ensuing paragraphs, the assessment of the Proposed Combination, in relation to the relevant market(s)/segment(s) with regard to horizontal overlaps and vertical relationships as identified by the Parties in the notice, has been provided. The Commission decided to leave precise delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to result in appreciable adverse effect on competition (AAEC) irrespective of the manner in which the relevant market is delineated, because of the reasons stated below. Combination Registration No. C-2025/07/1300 Page 8 of 15 Identification and Assessment of Overlaps 21. For the purposes of competition assessment of the proposed combination, the horizontal overlaps and vertical / complementary relationships between the Parties and their affiliates have been assessed as follows: (i) between ID Entities and RB Entities; (ii) between GSPL and ID Investors, and RB Entities; (iii) between RB Investors and ID Entities, (iv) between ID Founders and RB Entities and (v) between RB Founders and ID Entities. I. Horizontal Overlaps A. Horizontal Overlap I - Distribution of insurance products in India i. Between Girnar Insurance and D2C Insurance and Apis Growth 22. It is submitted that in the notice that, Girnar Insurance (through the InsuranceDekho platform) is involved in distribution of insurance products. D2C Insurance (through the RenewBuy platform) is also involved in the distribution of insurance products. Apis Growth is present in the distribution of insurance products through – (a) Impact Guru - involved in distribution of general insurance products (primarily health insurance products) through CarePal; (b) Secure Now - involved in distribution of general insurance products (primarily to SME customers); and (c) Moneyview - active in the distribution of general insurance products (primarily vehicle insurance products). ii. Between TVS Entities and RB Entities 23. It is submitted in the notice that TVS Entities (through Sarvagram Solutions) are also engaged in distribution of insurance products and exhibit overlap with D2C Insurance, which is involved in the distribution of insurance products. iii. Between certain investors of GSPL and RB Entities 24. It is submitted that certain investors of GSPL (including their affiliates) and RB Entities (through their affiliate) are engaged in the distribution of insurance products in India and its narrow segments of distribution of general insurance products in India and distribution of life insurance products in India. Combination Registration No. C-2025/07/1300 Page 9 of 15 25. Accordingly, they exhibit horizontal overlaps in the following relevant markets: (i) the broader market for ‘distribution of insurance products in India’ (Broader Market), (ii) the narrower market for the ‘distribution of life insurance products in India’ (Narrower Market 1), and (iii) the narrower market for the ‘distribution of general insurance products in India’ (Narrower Market 2). Assessment of Horizontal Overlap I 26. Based on the submissions in the notice, it is noted that their combined market shares in Broader Market, Narrower Market 1 and Narrower Market 2 are in the range of [0-5] % only. Further, there are other players present the said market. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern. B. Horizontal Overlap II - Advertising and marketing services in India i. Between ID Entities and RB Entities 27. It is submitted in the notice that, D2C Consulting is active in providing advertising and marketing services and specialises in marketing for insurance related activities in India. Similarly, Girnar Finserv is active in advertising and marketing services and specialises in marketing for insurance related activities in India. At a narrower level, both Girnar Finserv and D2C Consulting are engaged in provision of marketing and communications services (MCS) in India. Thus, D2C Consulting and Girnar Finserv exhibit horizontal overlaps in ‘the market for provision of advertising and marketing services in India’ (Relevant Market 2) and its segment i.e., ‘the market for provision of MCS in India’ (MCS Market). ii. Between certain investors of GSPL and RB Entities 28. It is submitted in the notice that certain investors of GSPL (including their affiliates) and RB Entities (through their affiliate) are engaged in the provision of advertising and marketing services in India. Accordingly, they exhibit horizontal overlaps in Relevant Market 2. Assessment of Horizontal Overlap II 29. Based on the submissions in the notice, it is noted that their combined market shares in Relevant Market 2 are in the range of [0-5] % only, and in the MCS Market are in the range Combination Registration No. C-2025/07/1300 Page 10 of 15 of [5-10] %. Further, there are other players present the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern. C. Horizontal Overlap III - Distribution of loans and lending services in India i. Between RB Entities and Apis Growth, and GSPL 30. It is submitted in notice that RB Info, through RenewBuy FinSure, intends to venture into the market for distribution of personal loans as a Direct Selling Agent (DSA). Additionally, RB Info has also very recently entered the market for distribution of auto loans as a DSA through RB Wheelz. Further, one of the portfolio companies of Apis Growth i.e, Moneyview is involved in the distribution of personal loans, home loans, business loans and, loans against property. GSPL through Rupyy is involved in referring customers for various loan products like vehicle loans, to various financial institutions as a loan aggregator. Accordingly, there are horizontal overlaps in the “market for distribution of loans and lending services in India” (Relevant Market 3). ii. Between certain investors of GSPL and RB Entities 31. It is submitted in the notice that certain investors of GSPL (including their affiliates) and RB Entities (through their affiliate) are engaged in distribution of loans and lending services in India. Accordingly, there is horizontal overlap amongst them in the Relevant Market 3. Assessment of Horizontal Overlap III 32. Based on the submissions in the notice, it is noted that their combined market shares in Relevant Market 3 are in the range of [0-5] % only. Further, there are other players present the said market. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern. D. Horizontal Overlap IV - Small Claims Survey Services in India i. Between GSPL and RB Entities 33. It is submitted in the notice that GSPL has recently started providing small claims survey service to insurance companies for motor insurance claims up to INR 50,000 in India as a Combination Registration No. C-2025/07/1300 Page 11 of 15 part of its vehicle valuation services. RB Info is also engaged in providing claims assistance services limited to small claims survey services to the insurers in respect of claims up to INR 50,000 under motor insurance policies. Accordingly, there is horizontal overlap amongst them in the ‘market for provision of small claims survey services in India’ (Relevant Market 4). Assessment of Horizontal Overlap IV 34. Based on the submissions in the notice, it is noted that their combined market shares in Relevant Market 4 are in the range of [0-5] % only. Further, there are other players present the said market. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern. II. Vertical Relationships A. Vertical Relationship I – Vertical relationship between provision of life insurance products in India and distribution of life insurance products in India i. Between Dai-ichi and Girnar Insurance 35. It is submitted in the notice that on one hand Dai-ichi through SUD Life, provides life insurance products in India and on the other hand Girnar Insurance is engaged in, inter alia, the distribution of life insurance products in India. Accordingly, they exhibit vertical relationship in the (i) market for provision of life insurance products in India (Upstream Market 1) at the upstream level and (ii) market for distribution of life insurance products in India (Downstream Market 1) at the downstream level. ii. Between certain investors of GSPL and RB Entities 36. It is submitted in the notice that on the one hand certain investors of GSPL (including their affiliates) are engaged in provision of life insurance products in India and on the other hand, D2C Insurance is engaged in the distribution of life insurance products in India. Accordingly, they exhibit vertical relationship in Upstream Market 1 and Downstream Market 1. Combination Registration No. C-2025/07/1300 Page 12 of 15 Assessment of Vertical Relationship I 37. Based on the submissions in the notice, it is noted that the market shares of the parties present in the Upstream Market 1 and Downstream Market 1 are in the range of [0-5] % only. Further, there are other players present in each of the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition foreclosure concern. B. Vertical Relationship II - Vertical relationship between advertising and marketing services and provision of life insurance products in India and distribution of general insurance products in India i. Between Girnar Finserv, and Dai-ichi (through SUD Life) and Apis Growth (through Impact Guru, Secure Now and Moneyview) 38. It is submitted that in the notice that, on the one hand Girnar Finserv is engaged in the advertising and marketing services in India and on the other hand Dai-ichi (through SUD Life) is engaged in provision of life insurance products in India and Apis Growth (through Impact Guru, Secure Now and Moneyview) is engaged in the distribution of general insurance products in India. Accordingly, they exhibit vertical relationship in the (i) market for provision of advertising and marketing services in India (Upstream Market 2) at the upstream level, and (ii) market for provision of life insurance products in India (Downstream Market 2) and market for distribution of general insurance products in India (Downstream Market 3) at the downstream level. ii. Between certain investors of GSPL and RB Entities 39. It is submitted in the notice that on one hand certain investors of GSPL (including their affiliates) are engaged in provision of marketing and communication services in India and on the other hand D2C Insurance is engaged in the distribution of general insurance products in India. Accordingly, they exhibit vertical relationship in the Upstream Market 2 and Downstream Market 3. Assessment of Vertical Relationship II 40. Based on the submissions in the notice, it is noted that the market shares of the parties present in Upstream Market 2 and Downstream Markets 2 and 3 are in range of [0-5] % Combination Registration No. C-2025/07/1300 Page 13 of 15 only in terms of value. Further, there are other players present in each of the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition foreclosure concern. C. Vertical Relationship III - Vertical relationship between provision of mutual funds in India and distribution of mutual funds in India i. Between Dai-ichi and Girnar Finserv 41. It is submitted in the notice that, on the one hand Dai-ichi (through UAMCPL), provides mutual funds in India and on the other hand Girnar Finserv is planning to enter the market for distribution of mutual funds in India, which is the downstream market for the purpose of this vertical relationship. Accordingly, they exhibit potential vertical relationship in the – (i) the market for mutual funds in India (Upstream Market 3) at the upstream level and (ii) market for distribution of mutual funds in India (Downstream Market 4) at downstream level. Assessment of Vertical Relationship III 42. Based on the submissions in the notice, it is noted that the market shares of the parties present in the Upstream Market 3 and Downstream Market 4 are in the range of [0-5] % only. Further, there are other players present in each of the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition foreclosure concern. D. Vertical Relationship IV - Vertical relationship between provision of loans and lending services and distribution of loans and lending services in India. i. Between TVS Entities and RB Info 43. It is submitted in the notice that, on the one hand certain TVS entities (through Sarvagram Solutions Private Limited, Finnable Credit Private Limited and Vivriti Asset Management Private Limited) are engaged in the provision of loans and lending services, and on the other hand RB Info is engaged in the distribution of loans and lending services. Accordingly, they exhibit vertical relationship in the – (i) market for provision of loans and Combination Registration No. C-2025/07/1300 Page 14 of 15 lending services in India (Upstream Market 4) at the upstream level, and (ii) market for distribution of loans India (Downstream Market 5) at the downstream level. ii. Between certain investors of GSPL and RB Entities 44. It is submitted in the notice that on the one hand certain investors of GSPL (including their affiliates) are engaged in provision of loans and lending services in India and on the other hand RB Info is engaged in the distribution of loans and lending services in India. Accordingly, they exhibit vertical relationship in Upstream Market 4 and Downstream Market 5. Assessment of Vertical Relationship IV 45. Based on the submissions in the notice, it is noted that the market shares of the parties present in the Upstream Market 4 and Downstream Market 5 are in the range of [0-5] % only. Further, there are other players present in each of the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition foreclosure concern. E. Vertical Relationship V - Vertical relationship between provision of payment gateway / payment aggregation services and distribution of insurance products i. Between Apis Growth and ID Entities 46. It is submitted in the notice that, on the one hand Apis Growth (through Payments India Private Limited (Cash Free)) is engaged in the provision of payment gateway/payment aggregation services and on the other hand Girnar Insurance, engaged in the distribution of Insurance (though InsuranceDekho) and may also utilize the services of Cash Free. Accordingly, they exhibit potential vertical relationship in the – (i) market for the provision of payment gateway / payment aggregation services in India (Upstream Market 5) at the upstream level and (ii) market for distribution of insurance products in India (Downstream Market 6) at the downstream level. Assessment of Vertical Relationship V 47. Based on the submissions of the Parties, it is noted that the market shares of the parties present in the Upstream Market 5 and Downstream Market 6 are in the range of [0-5] % Combination Registration No. C-2025/07/1300 Page 15 of 15 only. Further, there are other players present in each of the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern. 48. 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 sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have an appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act. 49. This order may stand revoked if, at any time, the information provided by the Parties is found to be incorrect. 50. The information provided by the Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 51. The Secretary is directed to communicate to the Parties accordingly.