State Street Global Advisors Acquisition of Groww Asset Management · C-2026/02/1385

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/02/1385 25th March 2026 Notice under Section 6(2) of the Competition Act, 2002 given by State Street Global Advisors, Inc.

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 under Section 6(2) of the Competition Act, 2002 (Act) given by State Street Global Advisors, Inc. (State Street/Acquirer). The Notice was filed pursuant to the execution of the Share Subscription and Share Purchase Agreement (SSPA) and the Shareholders’ Agreement (SHA), both dated 14th January 2026, entered into by and among, inter alia, State Street, Billionbrains Garage Ventures Limited (Billionbrains) and Groww Asset Management Limited (Groww/Target). The Notice was followed by certain additional submissions dated 20th February 2026.

2. State Street proposes to acquire in Groww, (i) certain non-voting compulsorily convertible preference shares (CCPS) through a mix of primary subscription in the Target and secondary purchase from Billionbrains, and (ii) certain equity shares, such that the Acquirer will hold 22.94% economic interest and certain voting rights (constituting not more than 4.99% of the aggregate voting rights) in the Target. Further, State Street will also acquire a right to nominate a director to the Target’s board of directors and the ability to exercise certain reserved matter rights in the Target (Proposed Combination).

Combination Registration Number: C-2026/02/1385

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 27th February 2026 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted its response to RFI on 4th March 2026.

4. The Acquirer is a subsidiary of State Street Corporation (SSC). State Street Investment Management serves as the asset management arm of SSC. The Acquirer is an entity that operates under the “State Street Investment Management” brand and forms part of the State Street Corporation group (Acquirer Group). As submitted, SSC is the ultimate parent entity/ultimate controlling person (UCP) of the Acquirer Group comprising of SSC along with its affiliates. Worldwide, the Acquirer Group (through its affiliates), is engaged in providing financial services and banking services. In India, the Acquirer Group (through its affiliates) is engaged in functions such as the provision of mutual funds, provision of platform services to facilitate the trade of financial products and the provision of global regulatory reporting services.

5. The Target is currently a wholly owned subsidiary (WOS) of Billionbrains. It is an asset management company (AMC) which manages various schemes of Groww Mutual Fund (Groww MF). Through Groww MF, the Target offers a diverse portfolio of mutual fund schemes (MFs), including equity funds, hybrid funds, debt funds, and exchange traded funds (ETFs).

6. For the purpose of competition assessment, the Commission considered the activities of the Acquirer Group and the Target in India for identification of areas of assessment in terms of horizontal overlaps or vertical/complementary linkages.

7. Based on the information contained in the Notice, the Commission observed that the Proposed Combination primarily involves horizontal overlaps between the activities of the Acquirer Group and the Target in India in broader segment of provision of MFs in India (Broad MF Provision Market); and narrower sub-segments of (i) provision of equity- oriented MFs in India (Equity MF Market), (ii) provision of debt-oriented MFs in India (Debt MF Market) and (iii) provision of other MF schemes in India (Other MF Market)

Combination Registration Number: C-2026/02/1385

(collectively, ‘Horizontal MF Markets’). However, as the Proposed Combination, for the reasons contained in the ensuing paragraph(s), is not likely to raise concerns of appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) that could have been delineated, the Commission decides that the question of exact delineation of relevant market(s) is left open.

8. The Commission noted that the Acquirer Group is present in the Horizontal MF Markets through its affiliate Zerodha Asset Management Private Limited which operates Zerodha Mutual Fund (Zerodha MF). The Commission considered the market shares of Zerodha MF and Groww MF and observed that the combined market shares are estimated to be in the range of [0-5]% in each of the Horizontal MF Markets. Further, each of the Horizontal MF Markets are characterised by presence of other significant competitors such as SBI Mutual Fund, ICICI Prudential Mutual Fund, HDFC Mutual Fund etc. Considering the same, the Proposed Combination is not likely to cause any significant change in competition dynamics of any of the Horizontal MF Markets or to raise concerns of AAEC.

9. The Commission further noted and considered a complementary linkage in terms of provision of Category-1 execution-only platform services (EOP Services) and the provision of MFs. The Acquirer Group is present in the segment of EOP Services through its affiliate CASE Platforms Private Limited (CASE). As submitted, Category-1 EOP services involve the provision of a digital platform enabling investors to execute “direct trade” transactions in MF schemes strictly on an execution-only basis, without providing any investment advice, recommendations, portfolio construction, or discretionary decision-making. The Commission considered the presence of CASE upstream and combined presence of Zerodha MF and Groww MF downstream and observed that the same is insignificant to confer any ability/incentive on the part of the any of the parties to engage in foreclosure strategies upstream or downstream.

10. The Commission further noted the presence of the parties in provision of research analyst (RA) services and investment advisory (IA) services. In this regard, the Commission observed that while these services also form part of the broader mutual funds ecosystem, considering the nature and scope of these service segments and also considering the insignificant presence of the parties in each of these service segments, the plausible

Combination Registration Number: C-2026/02/1385

linkages (if any) with the provision of MFs would be weak to raise any competition concerns and accordingly no further assessment is considered as required for these service segments.

11. 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.

12. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

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

14. The Secretary is directed to communicate to the Acquirer accordingly.