Acquisition of Equity Shares in Aditya Birla Housing Finance Limited by Indriya Limited

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/02/1384

07th April 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Indriya 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 16th February 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by Indriya Limited (Acquirer). The Notice was filed pursuant to the execution of (i) Share Subscription Agreement (SSA) amongst Aditya Birla Housing Finance Limited (Target/ABHFL) and the Acquirer; and (ii) Shareholders’ Agreement (SHA), amongst the Target, the Acquirer, and Aditya Birla Capital Limited (ABCL), each dated 03rd February 2026 [hereinafter, the Acquirer and the Target are collectively referred as the ‘Parties’].

2. The Proposed Combination envisages the issuance of certain equity shares of the Target (by way of a preferential issue on a private placement basis) to the Acquirer, resulting in the acquisition of 14.286% of the post-issue paid-up equity share capital of the Target by the Acquirer on a fully diluted basis.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 vide letter dated 27th February 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 06th March 2026 (Response 1). Since the response was not complete, another letter was issued on 12th March 2026 and the Acquirer submitted response dated 18th March 2026 (Response 2).

4. The Acquirer is an investment holding company. The Acquirer is the wholly owned subsidiary of Indriya Midco Limited, which is wholly owned by Advent International GPE X Limited Partnership. Advent International GPE X Limited Partnership is advised/or managed by Advent International L.P. (Advent), an investment advisor registered with United States Securities and Exchange Commission under the Investment Advisers Act of 1940. Advent is a global private equity investor focusing investments in sectors such as business and financial services, health care, industrial, consumer, and technology. Currently, the Acquirer does not have any operations in India.

5. The Target is a wholly owned subsidiary of ABCL and is stated to be the part of the Aditya Birla group. The Target is a housing finance company, registered with the National Housing Bank as a non-deposit accepting housing finance company. It is engaged in the business of providing home loans, loan against property, construction finance loan and lease rental discounting.

6. It is submitted that, the Acquirer through Advent’s affiliates namely; (i) Yes Bank Limited (Yes Bank), (ii) Finnovation Tech Solutions Private Limited (Finnovation), (iii) Krazybee Services Limited (Krazybee) [Finnovation and Krazybee are collectively referred as ‘KreditBee’], and (iv) Svatantra Microfin Private Limited (SMPL) [Yes Bank, KreditBee, and SMPL are collectively referred as ‘Relevant Advent Portcos’] and the Target are, inter alia, engaged in provision of loans and lending services.

7. With regard to horizontal overlaps, it is submitted that the Acquirer (through Relevant Advent Portcos) and the Target are, inter alia engaged in ‘the market for provision of loans and lending services in India’ (Loans Market). The Acquirer has submitted that Loans Market may further be sub-segmented as ‘the market for provision of retail loans in India’ (Retail Loans Segment), ‘the market for provision of wholesale loans in India’ (Wholesale Loans Segment). Retail Loans Segment may further be sub-segmented as ‘the market for provision of home loans in India’ (Home Loans Sub-segment), and ‘the market for provision for loans against properties (LAP) in India’ (LAP Sub-segment). Wholesale loans segment may also be sub-segmented as ‘the market for provision of construction finance (including project finance) and real estate loans in India’ (Construction finance Sub-segment), and ‘the market for provision of lease rental discounting loans in India’ (Lease Rental Loans Sub-segment).

8. It is submitted that the Acquirer (through Relevant Advent Portcos) and the Target are engaged in ‘the market for distribution of credit-linked insurance (CLI) products in India’ (CLI Distribution Market). It has been submitted that CLI Distribution Market may further be sub-segmented as ‘the market for distribution of credit-linked life insurance products in India’ (CLI Life Insurance Distribution Segment) and ‘the market for distribution of credit-linked general insurance products in India’ (CLI General Insurance Distribution Segment).

9. With regard to vertical linkages, the Acquirer (through Relevant Advent Portcos) and the Target exhibit following vertical/complementary linkages:

i. Linkage between the Target engaged in the Loans Market (upstream market 1) and the Acquirer (through KreditBee) engaged in the distribution of loans and lending services (downstream market 1); and

ii. Linkage between the Acquirer (through Yes Bank and SMPL) engaged in distribution of credit-linked insurance products (upstream market 2), and the Target engaged in Loans Market (including the provision of home loans) (downstream market 2).

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, the Commission noted that the combined and incremental market share in the Loans Market and its respective segment/sub-segments and CLI Distribution Market and its respective segment/sub-segments is in the range of [0-5]% except in the Construction finance Sub-segment where combined market share is in the range of [5-10]% .

12. With regard to the vertical/complementary linkages, the Commission observed that the market share of the Target in upstream market 1 and in downstream market 2 is insignificant and market share of the Acquirer (through KreditBee) in downstream market 1 is in the range of [0-5]% and the market share of the Acquirer (through Yes Bank and SMPL) in upstream market 2 is in the range of [0-5]%.

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.

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.