Sumitomo Mitsui Banking Corporation

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/06/1294

2^nd^ September 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Sumitomo Mitsui Banking Corporation.

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 23^rd^ June 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Sumitomo Mitsui Banking Corporation (SMBC/ Acquirer) in relation to acquisition of share capital and voting rights of YES Bank Limited (YES Bank/ Target) [collectively referred to as the ‘Parties’].

2. The Notice was filed pursuant to the execution of, inter alia, (i) share purchase agreement dated 9^th^ May 2025 with State Bank of India (SBI/ Seller) and YES Bank (SBI SPA); and, (ii) agreements dated 9^th^ May 2025 with certain other sellers, i.e., HDFC Bank Limited (HDFC), ICICI Bank Limited (ICICI), Kotak Mahindra Bank Limited (Kotak), Axis Bank Limited (Axis), Bandhan Bank Limited (Bandhan), IDFC First Bank Limited (IDFC) and Federal Bank Limited (Federal) [collectively referred to as ‘Other Sellers’] and YES Bank (Other Sellers Agreements) [SBI SPA and Other Sellers Agreements are collectively referred as ‘Share Purchase Agreements’].

3. The proposed transaction envisages acquisition of 20% of the total share capital of YES Bank as on date of the execution of the Share Purchase Agreements, subject to the prior approval of the Commission and the Reserve Bank of India (RBI) [Initial Proposed Transaction]. The Acquirer also informed that it may additionally acquire such number of shares, which together with the shares of YES Bank acquired by SMBC as part of the Initial Proposed Transaction, amounts to 24.99% of the share capital and voting rights of YES Bank on a fully diluted basis, either by way of a primary subscription of securities of YES Bank or secondary acquisition from the open market or from the other existing shareholders of YES Bank (Additional Shares).

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 4^th^ July 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted their response on 18^th^ July 2025 after seeking an extension of time. Vide another letter dated 11^th^ August 2025, the Acquirer was asked to furnish some more details with regard to the Additional Shares acquisition, the response to which was received on 18^th^ August 2025.

5. Given that the binding document(s) in relation to the Additional Shares acquisition are yet to be executed, the Commission has only assessed the Initial Proposed Transaction (hereinafter, referred to as the ‘Proposed Combination’). The Acquirer may examine the notifiability requirement with regard to the Additional Shares acquisition, if any, at the time of executing binding document(s) for the same.

6. SMBC/Acquirer is a Japan-based commercial bank, and is a wholly-owned subsidiary and a core operating entity of Sumitomo Mitsui Financial Group (SMFG). SMBC provides a range of banking services, such as provision of loans, accepting deposits and provision of letters of credit in India. SMFG is the holding company of SMBC and its other group companies. SMFG operates in India, through its wholly-owned Indian subsidiary, SMFG India Credit Co. Ltd. (‘SMICC’, formerly known as Fullerton India Credit Company), as well as through branches of SMBC.

7. YES Bank is an Indian public listed company and a private sector bank engaged in providing a range of banking and financial services. It is a full-service bank offering a wide array of products, services and technology-driven digital offerings, catering to retail, Micro Small and Medium Enterprises (MSMEs) as well as corporate clients.

8. For the purpose of competition assessment, the Commission has considered activities of SMFG, including its affiliates, on one hand and the Target and its affiliates on the other. Based on the information contained in the Notice, certain areas of horizontal overlaps and vertical linkages were observed. The horizontal overlaps were observed in the areas of: (i) provision of loans and lending services in India, (ii) provision of loans against securities in India, (iii) provision of digital payment services in India, (iv) provision of deposit-taking services in India, (v) provision of foreign exchange services in India, (vi) provision of investment banking services in India, (vii) provision of cash management services in India, and (viii) distribution of insurance in India. The vertical linkages were observed in the areas of: (i) provision of arranger services in debt private placement and issuance of debt securities through debt private placement, (ii) provision of vehicle loans and provision of vehicle leasing services and (iii) provision of Alternate Investment Funds (AIFs) and provision of services for referral of AIFs.

9. The Commission noted the presence of SMFG, including its affiliates, and the Target in each of the aforesaid areas of horizontal overlaps and vertical linkages and observed that the combined presence/increment resulting from the Proposed Combination to be [0-5] % in all plausible markets except narrower markets of ‘provision of NEFT services’ and ‘provision of unsecured loans to individuals’ where the combined market share is [5-10] %. Further, as observed, each of the aforesaid areas of horizontal overlaps/vertical linkages are characterised by presence of other significant competitors. Considering the same, the Proposed Combination is not likely to cause any change in competition dynamics of any plausible relevant market that could have been delineated and accordingly the question of exact delineation of relevant market(s) is left open.

10. 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.

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

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

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