Setu AIF Trust

[Image omitted. See the official document.]

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/09/1325

[Image omitted. See the official document.]

21^st October 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Setu AIF Trust, Konark Trust and MMPL Trust.

CORAM:

Ms. Ravneet Kaur
Chairperson

Ms. Sweta Kakkad
Member

Mr. Deepak Anurag
Member

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

1. On 10^th September 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Setu AIF Trust (Setu AIF). Later Konark Trust and MMPL Trust (collectively, ‘Trusts’) became notifying parties by furnishing relevant documents (Setu AIF and Trusts are collectively referred to as the ‘Acquirers/Notifying Parties’).

2. The Notice was filed pursuant to the execution of, inter alia, (i) Share Purchase Agreement amongst Edelweiss Asset Management Limited (EAML), Edelweiss Financial Services Limited (EFSL/Seller), Edel Finance Company Limited (EFCL), Edelweiss Securities, Investment Private Limited (ESIPL) and the Acquirers (EAML SPA) [The Seller, EFCL, and ESIPL, are collectively referred to as the ‘Edelweiss Entities’], (ii) Share Purchase Agreement amongst the Seller, the Acquirers and Edelweiss Trusteeship Company Limited (ETCL) (ETCL SPA), (iii) Shareholders agreement amongst the Edelweiss Entities, the Acquirers and EAML (EAML SHA) and (iv) Shareholders agreement amongst the Seller, the Acquirers and ETCL (ETCL SHA), all executed on 22^nd August 2025 (EAML and ETCL are collectively referred to as the ‘Targets’).

3. The proposed combination envisages acquisition of up to 15% shareholding of EAML and ETCL, by the Acquirers, which comprises of the following steps:

• I. Acquisition of 10% shareholding in EAML from the Seller, wherein Setu AIF proposes to acquire ~9.78% shareholding and the Konark Trust & MMPL Trust propose to acquire ~0.21% & ~0.01% shareholding, respectively (EAML Acquisition).
• II. Simultaneously with the aforesaid, the Acquirers also propose to acquire 10% shareholding in ETCL from the Seller, wherein Setu AIF proposes to acquire ~9.78% shareholding and the Konark Trust & MMPL Trust propose to acquire ~0.21% & ~0.01%, respectively (ETCL Acquisition).
• III. Within six (6) months from the completion of EAML Acquisition and ETCL Acquisition, and subject to the terms and conditions set out in the EAML SPA and ETCL SPA (‘SPAs’), the Acquirers have the option, but not the obligation, to acquire an additional 5% shareholding in: (i) EAML from any of the Edelweiss Entities as intimated to the Acquirers within 15 days of the option exercise, and if such an intimation has not been provided by the Edelweiss Entities, then the Acquirers shall acquire such additional 5% shareholding in EAML from ESIPL (by default); and (ii) ETCL from the Seller, pursuant to the exercise of call option as set out in the SPAs (Call Option Acquisition).

[EAML Acquisition, ETCL Acquisition and Call Option Acquisition collectively comprise the ‘Proposed Combination’]

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 23^rd September 2025, certain information and clarifications were sought from the Notifying Parties. The Notifying Parties submitted their response on 30^th September 2025 (Response 1). As certain defects and discrepancies were observed on examination of Response 1, vide letter dated 7^th October 2025, Notifying Parties were asked to furnish further information/ clarifications, response to which was received on 13^th October 2025 (Response 2).

Acquirer/Acquirer Group

5. Setu AIF is a Category II AIF registered under the AIF Regulations of the Securities and Exchange Board of India (SEBI). It is represented by its trustee, Catalyst Trusteeship Limited, and acts through its investment manager, Mountain Managers Private Limited (MMPL). It is engaged in making investments in accordance with the AIF Regulations. Setu AIF is an investment fund in the WestBridge Capital group which is a global investment management firm and an umbrella brand under which various investment management companies and investment funds operate. As on date, the two WestBridge investment funds in India are Setu AIF and WestBridge AIF I. WestBridge AIF I is also a SEBI registered Category II AIF and is managed by MMPL.

6. Setu AIF is managed by its sponsor and investment manager, MMPL, which is an Indian private limited company owned and controlled by resident Indian citizens in accordance with the provisions of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019. MMPL, acting through its board of directors (MMPL Board), is entitled to make all determinations with respect to the investments of Setu AIF. Collectively, MMPL and Setu AIF, including their affiliates, are referred to as the ‘Acquirer Group’.

7. Konark Trust is a private trust established under the laws of India. Mr. Sandeep Singhal, an Indian resident citizen, serves as its trustee.

8. MMPL Trust is a private trust established under the laws of India, represented by and acting through its trustee, MMPL.

Targets and related entities

9. Edelweiss Mutual Fund (EMF) is a mutual fund registered under the SEBI (Mutual Funds) Regulations, 1996 (as amended). EMF offers a wide range of investment products across various asset classes including equity, debt, hybrid, and other funds.

10. EFSL, i.e. the Seller, is a public listed company and is the sponsor of EMF.

11. EAML, an unlisted public company, is a subsidiary of the Seller and is the asset management company (AMC) of EMF. EAML’s activities encompass fund design, portfolio management services (PMS), investor servicing, compliance and is also registered as a fund management entity (FME) with the International Financial Services Centres Authority (IFSCA) at GIFT City.

12. ETCL, a subsidiary of the Seller, has been appointed as the trustee of EMF.

13. The Commission noted that acquisition by the Trusts, on a standalone basis, qualifies for exemption under Item 2 of the Competition (Criteria for Exemption of Combinations) Rules, 2024, considering inter alia the nature of their acquisition. Accordingly, the overlap assessment has been considered between the Acquirer Group and the Targets[^1] only. Based on the information contained in the Notice, certain areas of horizontal overlap and vertical linkages were observed. The horizontal overlap was observed in the market for provision of PMS in India. The vertical linkages were observed in (i) upstream market for mutual funds and downstream market for distribution of mutual funds in India (Potential Vertical Linkage 1) and (ii) upstream market for PMS and downstream market for distribution of provision of PMS in India (Potential Vertical Linkage 2).

14. As the Proposed Combination is not likely to cause any change in competition dynamics of any plausible relevant market (s) that could have been delineated, the question of exact delineation of relevant market(s) is left open.

15. The Commission noted the presence of the Acquirer Group and the Targets in each of the aforesaid areas of horizontal overlap and vertical linkages and observed that the combined presence/increment resulting from the Proposed Combination is [0-5]% in all plausible markets. Further, each of the aforesaid areas of horizontal overlap/vertical linkage is characterised by the presence of other significant competitors.

16. 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.

17. The order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

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

19. The Secretary is directed to communicate to the Notifying Parties accordingly.