Allowed

1. Sanlam Emerging Markets (Mauritius) Limited 2. Shriram Credit Company Limited

CCI8 Apr 2025C-2025/03/1255

Case brief

AI extract

What is this about?

The Competition Commission of India approved a proposed combination involving preferential allotment and open offer by Sanlam Emerging Markets (Mauritius) Limited and Shriram Credit Company Limited over Shriram Asset Management Company Limited, finding no appreciable adverse effect on competition.

What did the court decide?

Approval of the proposed combination under Section 31(1) of the Competition Act, 2002.

1. Sanlam Emerging Markets (Mauritius) Limited 2. Shriram… — Company and Corporate | CCI (2025)

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COMPETITION COMMISSION OF INDIA

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(Combination Registration No. C-2025/03/1255)

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8^th April 2025

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Notice under Section 6(2) of the Competition Act, 2002 jointly given by Sanlam Emerging Markets (Mauritius) Limited and Shriram Credit Company Limited

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CORAM:

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Ms. Ravneet Kaur Chairperson

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Mr. Anil Agrawal Member

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Ms. Sweta Kakkad Member

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Mr. Deepak Anurag Member

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

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On 7^th March 2025, the Competition Commission of India ( Commission ) received a Notice under Section 6(2) of the Competition Act, 2002 ( Act ) given by Sanlam Emerging Markets (Mauritius) Limited ( SEMM ) and Shriram Credit Company Limited ( SCCL ), [collectively, ‘ Acquirers ’] pursuant to execution of Binding Term sheet between SEMM and Shriram Asset Management Company Limited ( SAMC ) dated 10^th December 2024 ( Binding Term Sheet ).

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The Acquirers are existing shareholders of SAMC. While SCCL holds ~ 62 percent shareholding directly in SAMC and controls SAMC, SEMM holds an indirect shareholding of ~16 percent. The Proposed Combination involves acquisition of joint control by SEMM along with SCCL over SAMC in the manner detailed hereunder:

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(a) Proposed Subscription by SEMM : Subscription by SEMM of equity shares of SAMC constituting 23 percent of the expanded voting share capital of SAMC by way of preferential allotment ( Preferential Allotment ); and

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Page 1 of 3

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Combination Registration No. C-2025/03/1255

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(b) Open Offer by SEMM and SCCL : The aforesaid proposed preferential allotment triggers open offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulation, 2011 and for the same SEMM along with SCCL have agreed to acquire 26 percent shareholding of SAMC from the public as required. As submitted, the shares tendered pursuant to the open offer will be acquired by SCCL alone ( Open Offer ).

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As submitted, SAMC, being a listed company, is required to maintain at least 25 percent of its total shareholding as public shareholding on a continuous basis for listing. Accordingly, if, because of the acquisition of equity shares in the Open Offer, the public shareholding in SAMC falls below the minimum level required as per Rule 19A of the Securities Contracts and Regulation Act, 1956, SCCL will ensure compliance by diluting additional stake exceeding 75 percent within the prescribed time limit and in such a scenario, SCCL, SEMM and public shareholders would hold 52 percent, 23 percent and 25 percent shareholding of SAMC respectively.

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combinations Regulations ), vide letter dated 21^st March 2025, certain information and clarifications were sought from the Acquirers. The response to this letter was submitted by the Acquirers on 27^th March 2025 and was followed by certain additional information/clarifications made on 3^rd April 2025.

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SCCL is the subsidiary of Shriram Investment Holdings Private Limited ( SIHPL ) and is ultimately held by Shriram Group¹ and by SEMM. SEMM, incorporated in Mauritius, is a part of Sanlam Group of South Africa. It is a strategic partner of Shriram Group and has investment in India in various Shriram Group entities.

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SAMC, part of Shriram Group² , is engaged in asset management activity, and it manages Shriram Mutual Fund ( SMF ). As submitted, the company has received the license to start the Portfolio Management Business ( PMS ) from SEBI and yet to commence the business.

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1 As submitted, Shriram Capital Private Limited ( SCPL ) holds 63.88% in SIHPL and SIHPL holds 99.99% in SCCL.

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2 SCCL is the promoter and sponsor of SAMC and holds 62.55% stake in SAMC.

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Combination Registration No. C-2025/03/1255

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The Commission observed that two areas in which the Target has existing/potential presence are: (i) mutual funds; and (ii) PMS. The Commission noted the impact of the Proposed Combination is limited to change in control over SAMC from existing sole control of Shriram Group to joint control of Shriram Group and its existing strategic partner, SEMM/Sanlam Group. Considering the nature and effect of the Proposed Combination on management dynamics of SAMC itself, the same is not likely to cause any change in competition dynamics. This is more so considering that SEMM/Sanlam Group has no independent presence (other than through its investment in Shriram Group entities) in the areas of mutual funds/PMS or in activities which can be considered as vertical or complementary to mutual funds/PMS.

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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.

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

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The Secretary is directed to communicate to the Acquirers accordingly.

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1. Sanlam Emerging Markets (Mauritius) Limited 2. Shriram Credit Company Limited

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1. Sanlam Emerging Markets (Mauritius) Limited 2. Shriram Credit Company Limited

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