Approval of Acquisition of Shares in Valuedrive Technologies Private Limited by Fidelity Funds · C-2025/12/1355

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COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/12/1355

12th February 2026

Notice under Section 6(2) of the Competition Act, 2002 given by the Fidelity Funds.

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 17th December 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 the Fidelity Funds1 (Fidelity Funds/Acquirers). The Notice was filed

1 (i) Fidelity U.S. Growth Opportunities Investment Trust (acting through its manager, Fidelity Investments Canada ULC); (ii). Fidelity NorthStar Fund - Sub D (acting through its manager, Fidelity Investments Canada ULC); (iii). Fidelity Blue Chip Growth Commingled Pool (acting through its trustee, Fidelity Management Trust Company); (iv). Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund (acting through its investment manager, Fidelity Management & Research Company LLC); (v). Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund (acting through its investment manager, Fidelity Management & Research Company LLC); (vi). Fid FDI 322, LLC (by Fidelity Investment Trust: Fidelity Emerging Markets Fund, its manager (through its investment manager, Fidelity Management & Research Company LLC); (vii). Fid FDI 302, LLC (by Fidelity Investment Trust: Fidelity Pacific Basin Fund, its manager (through its investment manager, Fidelity Management & Research Company LLC); (viii). Fidelity Investment Trust: Fidelity International

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Page 2 of 4 pursuant to the execution of the following documents: a) Share Subscription Agreement dated 27th November 2025 between Acquirers, Valuedrive Technologies Private Limited (Spinny/Target) and Target Promoters2 (SSA); (b) Two (2) Share Purchase Agreements, each dated 8th December 2025 between the Acquirers, Target and certain existing shareholders of the Target; (c) Amended and Restated Shareholders’ Agreement (SHA) dated 27th November 2025, between the Acquirers, Target and other shareholders of Target; along with a Side Letter dated 27th November 2025, between the Acquirers, the Target and Target Promoters (Side Letter) [hereinafter, the Acquirer and the Target are collectively referred to as “Parties”]

2. The Proposed Combination entails that the Acquirers collectively propose to acquire 6.63% shareholding in the Target on a fully diluted basis, through primary subscription and secondary acquisition of compulsory convertible preference shares of the Target. Post the Proposed Combination, the Acquirers will collectively acquire certain rights in the Target.

Discovery K6 Fund (acting through its investment manager, Fidelity Management & Research Company LLC); (ix). Fidelity Growth Company Commingled Pool (acting through its trustee, Fidelity Management Trust Company); (x). Fidelity International Discovery Commingled Pool (acting through its trustee, Fidelity Management Trust Company); (xi). FIAM Target Date Blue Chip Growth Commingled Pool (acting through its trustee, Fidelity Institutional Asset Management Trust Company); (xii). Fidelity Venture Capital Fund I LP (acting through its investment manager, Fidelity Diversifying Solutions LLC); (xiii). Variable Insurance Products Fund III: VIP Growth Opportunities Portfolio (acting through its investment manager, Fidelity Management & Research Company LLC); (xiv). Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund (acting through its investment manager, Fidelity Management & Research Company LLC); (xv). Fid FDI 312, LLC (by Fidelity Securities Fund: Fidelity Blue Chip Growth Fund, its manager (through its investment manager, Fidelity Management & Research Company LLC); (xvi). Fid FDI 223, LLC (by Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund, its manager (through its investment manager, Fidelity Management & Research Company LLC); (xvii). Fid FDI 2611, LLC (by Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund, its manager (through its investment manager, Fidelity Management & Research Company LLC); (xviii). Fid FDI 2610, LLC (by Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund, its manager (through its investment manager, Fidelity Management & Research Company LLC); (xix). Fid FDI 25, LLC (by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund, its manager (through its investment manager, Fidelity Management & Research Company LLC); (xx). Fid FDI 305, LLC (by Fidelity Investment Trust: Fidelity International Discovery Fund, its manager (through its investment manager, Fidelity Management & Research Company LLC). [(i)-(xx) are collectively referred to as the “Fidelity Funds” or the “Acquirers”] 2 The Promoters (i.e., Mr. Niraj Singh, Mr. Mohit Gupta and Mr. Ramanshu Mahaur) along with the Target are providing certain warranties and indemnities to the Acquirers and accordingly, have been added as parties to the SSA.

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Page 3 of 4 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 31st December 2025 certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirers. The response to the same was furnished vide letter dated 21st January 2026 after seeking extension of time, and certain voluntary submission was also submitted.

4. It is submitted that the Acquirers do not have any business presence in India. FMR LLC is the parent company of several direct and indirect subsidiaries that perform financial services under the trademark ‘Fidelity Investments’ in the United States of America (collectively ‘Fidelity Group’). The Fidelity Group act as investment vehicles that pool money from many investors to buy a diversified portfolio of securities, such as stocks, bonds, or other assets across the globe. FMR LLC’s financial services include assisting its clients in investing, financial planning and trade pricing, along with investment management, retirement options, brokerage, and wealth management services. FMR LLC through one of its wholly owned subsidiary, namely Fidelity Business Services India Private Limited is present in India (Relevant Fidelity Company).

5. The Target is stated to be a private limited company and an operating cum holding company of the “Spinny Group”. Spinny Group comprises the target company and its downstream affiliates. The Target does not have any business outside India. Within India, it is primarily engaged in the business of operating an electronic platform for sellers to provide details of the motor vehicles, which is purchased by the Target at its own discretion and subsequently sold on a wholesale/business-to-business basis. The Target has multiple subsidiary businesses including - the business of lending, insurance broking, printing and publishing speciality magazines, online content and organizing events with respect to the automotive sector and certain ancillary and incidental services.

6. Based on the submission of the Acquirers, the Commission noted that, the Acquirers through the Relevant Fidelity Company is engaged in the business of provision of

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Page 4 of 4 IT/ITeS to FMR LLC and its affiliates. Thus, considering the business activities of the Parties in India, it is noted that neither the Relevant Fidelity Company nor the Target (including affiliates) are engaged in business activities that can be considered to exhibit horizontal/vertical or complimentary linkages, considering all plausible alternatives.

7. 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.

8. This order may stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

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

10. The Secretary is directed to communicate to the Acquirers accordingly.