Allowed

1. Ubs Ag 2. 360 One Prime Limited 3. 360 One Portfolio Managers Limited 4. 360 One Distribution Services Limited

CCI8 Jul 2025C-2025/05/1289

Case brief

AI extract

What is this about?

The Competition Commission of India assessed a proposed combination involving asset and business transfers between UBS Group and 360 ONE Group entities. Finding the combined presence insignificant in relevant markets, the Commission approved the combination under Section 31(1) stating it would not harm competition.

What did the court decide?

The Proposed Combination was approved under Section 31(1) of the Competition Act, 2002.

1. Ubs Ag 2. 360 One Prime Limited 3. 360 One Portfolio… — Company and Corporate | CCI (2025)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No. C-2025/05/1289

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8^th July 2025

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Notice under Section 6(2) of the Competition Act, 2002 given by UBS AG, 360 ONE Prime Limited, 360 ONE Portfolio Managers Limited, and 360 ONE Distribution Services Limited

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CORAM:

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Ms. Ravneet Kaur Chairperson 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 22^nd May 2025, the Competition Commission of India ( Commission ) received a Notice under Section 6(2) of the Competition Act, 2002 ( Act ) given by UBS AG, 360 ONE Prime Limited ( 360 Prime ), 360 ONE Portfolio Managers Limited ( 360 Portfolio ), and 360 ONE Distribution Services Limited ( 360 Distribution ) [hereinafter 360 Prime, 360 Portfolio and 360 Distribution are collectively referred to as ‘ 360 Acquirers ’ and UBS AG and 360 Acquirers are collectively referred to as the ‘ Notifying Parties ’].

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The Notice was filed pursuant to the execution of, inter alia , (i) Securities Subscription Agreement ( SSA ) executed on 22^nd April 2025 between 360 ONE WAM Limited ( 360 OWL ) and UBS AG, (ii) Business Transfer Agreement ( BTA-PMS ) executed on 22^nd April 2025 amongst Credit Suisse Securities (India) Private Limited ( CS Securities ), 360 Portfolio, and UBS AG, (iii) Business Transfer Agreement ( BTA-SB ) executed on 22^nd

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Combination Registration Number: C-2025/05/1289

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April 2025 amongst CS Securities, 360 Distribution, and UBS AG, and (iv) Transfer and Assignment Agreement ( TAA-NBFC ) executed on 22^nd April 2025 amongst UBS Finance India Private Limited ( UBS Finance ), 360 Prime and UBS AG.

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The proposed combination involves acquisition of certain businesses carried on by CS Securities and UBS Finance (subsidiaries of UBS AG) by 360 Acquirers and subscription to certain subscription warrants of 360 OWL by UBS AG. It comprises the following transactions:

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a. 360 OWL shall issue and allot to UBS AG on a preferential allotment basis, and UBS AG shall subscribe to subscription warrants of 360 OWL (constituting up to ~ 4.95% of the paid-up share capital of 360 OWL) in accordance with the SSA ( Warrant Subscription ).

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b. CS Securities shall transfer its business of provision of portfolio management services ( PMS Business ), business of provision of stock broking services and financial product distribution services ( SB Business ), as a going concern on a slump sale basis, respectively, to 360 Portfolio in accordance with the BTA-PMS ( PMS Business Transfer ) and 360 Distribution in accordance with the BTA-SB ( SB Business Transfer ).

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c. UBS Finance shall transfer and assign its entire loan portfolio part of its lending and financing business undertaken as a systematically important non-deposit taking nonbanking financial company ( NBFC Business ) to 360 Prime in accordance with the TAA-NBFC ( NBFC Loan Transfer ).

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[PMS Business, SB Business and NBFC Business collectively constitute ‘ Target Business ’ and the Warrant Subscription, PMS Business Transfer, SB Business Transfer and NBFC Loan Transfer collectively comprise the ‘ Proposed Combination ’]

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combinations Regulations ), vide letter dated 3^rd June 2025, certain information and clarifications were sought from the Notifying Parties. The Notifying Parties submitted their response on 10^th June 2025.

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UBS AG is a direct wholly owned subsidiary of UBS Group AG ( UBS ), the ultimate parent entity of the UBS group. UBS is a multinational investment bank and financial services

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Combination Registration Number: C-2025/05/1289

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company engaged in wealth management, investment banking, asset management and retail and corporate banking. In India, UBS is engaged in the areas of wealth management and investment banking.

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360 OWL is the ultimate parent entity of 360 ONE Group ( 360 ONE Group ). 360 OWL is a wealth and asset management firm in India and, as stated, serves highly specialised and sophisticated needs of HNIs, Ultra HNIs and institutional clients through tailored wealth management solutions. The 360 Acquirers are wholly owned subsidiaries of 360 OWL and form part of the 360 ONE Group.

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360 Prime offers a broad suite of financial products such as loans against securities ( LAS ), loans against property, etc. to corporate and high net worth clients.

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360 Portfolio is engaged in the provision of asset management services, provision of services in relation to alternative investment funds ( AIFs ), and provision of PMS. It is also a registered investment manager in GIFT-IFSC and is a Registered Investment Advisor with United States Securities and Exchange Commission.

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360 Distribution is registered with the Association of Mutual Funds in India ( AMFI ) for distribution of financial products and is registered with SEBI as a stockbroker and depository participant. 360 Distribution is currently providing manpower services to its group companies and carries on the business of stock broking and depository participant services along with the business of distribution of financial products.

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For the purpose of competition assessment, the Commission considered the activities of 360 OWL and its affiliates ( 360 One Relevant Entities ) on one hand and the Target Business 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 PMS in India ( PMS ), (ii) Provision of brokerage services in India ( Brokerage services ), (iii) Distribution of MFs in India ( MF Distribution ), (iv) Distribution of PMS in India ( PMS Distribution ), (v) Distribution of AIFs in India ( AIF Distribution ), (vi) Provision of LAS in India and (vii) Provision of investment banking services in India ( Investment Banking Services ). The vertical linkages were observed in the areas of: (i) Provision of mutual funds and distribution of mutual funds, (ii) Provision of PMS and distribution of PMS, and (iii) Provision of AIFs and distribution of AIFs.

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Combination Registration Number: C-2025/05/1289

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The Commission noted the presence of 360 One Relevant Entities and the Target Business in each of the aforesaid areas of horizontal overlaps and vertical linkages and observed that the combined presence/increment resulting from the Proposed Combination is insignificant. 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.

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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 Notifying Parties is found to be incorrect.

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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.

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

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1. Ubs Ag 2. 360 One Prime Limited 3. 360 One Portfolio Managers Limited 4. 360 One Distribution Services Limited

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1. Ubs Ag 2. 360 One Prime Limited 3. 360 One Portfolio Managers Limited 4. 360 One Distribution Services Limited

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