ICICI Prudential Asset Management Company Limited

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/10/1335

25^th November 2025

Notice under Section 6(2) of the Competition Act, 2002 given by ICICI Prudential Asset Management Company Limited

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 09^th October 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 ICICI Prudential Asset Management Company Limited (Acquirer).

2. The Notice was filed pursuant to Business Transfer Agreement dated 22^nd September 2025, executed amongst the ICICI Venture Funds Management Company Limited (Seller) and the Acquirer.

3. The Proposed Combination envisages acquisition of Target Businesses from the Seller on a slump sale basis, such that all rights, title and interest of the Seller in the Target Businesses shall be transferred to the Acquirer.

[The Acquirer and the Target Businesses are collectively referred to as the ‘Parties’].

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 23^rd October 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 13^th November 2025, after seeking an extension of time.

5. The Acquirer is a Joint Venture between the ICICI Bank Limited (ICICI Bank) and Prudential Corporation Holdings Limited (PCHL) holding 51% and 49% shareholding of the Acquirer respectively. PCHL is ultimately owned by Prudential Plc. (Prudential). Both ICICI Bank and Prudential are listed companies and exercise joint control over the Acquirer. The Acquirer is, inter alia, involved in managing mutual funds, providing portfolio management services, managing alternative investment funds, providing advisory services to offshore clients, and an affiliate of the Acquirer is engaged in providing information technology (IT) and information technology enabled services (ITeS).

6. The Target Businesses comprise businesses of managing and/or sponsoring of India Advantage Fund S5 I (IAF S5 I), India Advantage Fund S5 II (IAF S5 II), India Advantage Fund S4 I (IAF S4 I), IVen Amplifi Fund (Amplifi) and India Real Estate Investment Fund Series 2 (iREIF 2) alternative investment funds, which are close ended funds established as Trusts under the Indian Trust Act, 1882 and are registered as Category II AIFs with Securities and Exchange Board of India. IAF S5 I, IAF S5 II, IAF S4 I, and Amplifi have been set up with the primary objective of achieving long-term capital appreciation by investments in Indian businesses. iREIF 2 was set up to make investments in portfolio companies that, directly or indirectly, operate across the real estate sectors and allied sectors in India, with a focus on making investments in affordable housing.

7. The Target Businesses also include provision of non-binding, non-exclusive investment recommendations and advice regarding private equity investments in India under an Investment Advisory Agreement entered amongst the Seller and Dynamic India Fund S4 US I (Dynamic Fund), which will be assigned to the Acquirer pursuant to the Proposed Combination. It is submitted that, Seller and Dynamic Fund had entered into a non-binding, non-exclusive investment advisory agreement dated 16^th March 2018 (Advisory Agreement).

8. It is stated that Acquirer including its affiliates and Target Businesses including affiliates are, inter alia, engaged in the provision of IT and ITeS. Thus, Parties exhibit horizontal overlap in the market for IT and ITeS in India (IT & ITeS Market).

9. With regard to vertical linkages and/or complementary overlaps, it is submitted by the Acquirer that there are no existing or potential vertical linkages and/or complementary overlaps between the Parties.

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 (AAEC) 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 IT & ITeS Market is in the range of [0-5]%. Further, above-mentioned market is characterized by the presence of large number of credible players such as Infosys, Tech Mahindra, and Tata Consultancy Services etc.

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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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.