1. Bharti Life Ventures Private Limited (BLVPL) 2. Bharti Enterprises Limited (BEL) — Combination C-2023/10/1062

Notice under Section 6(2) of the Competition Act, 2002 given by Bharti Life Ventures Private Limited and Bharti Enterprises Limited

CORAM: Ms. Ravneet Kaur Chairperson

Mr. Anil Agarwal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 13th October 2023, the Competition Commission of India (‘Commission’) received a Notice under Section 6(2) of the Competition Act, 2002 (‘Act’) given by Bharti Life Ventures Private Limited (BLVPL/Acquirer 1) and Bharti Enterprises Limited (BEL/Acquirer 2). The notice was filed pursuant to the execution of Share Purchase Agreement (SPA) dated 11th October 2023 entered into between BLVPL, Bharti AXA Life Insurance Company Limited (BALIC/Target 1) and AXA India Holdings (AXA/Seller 1); and another Shareholders Agreement (SHA) dated 11th October 2023 entered into between BEL, Bharti Management Services Limited (BMSL/Target 2) and Societe Beaujon (a subsidiary of AXA) (Seller 2). The parties filed additional voluntary submissions on 31st October, 2023.

2. The Proposed Combination envisages two inter-connected transactions leading to acquisition of 49% shareholding of BALIC by BLVPL, from AXA (“Proposed Transaction 1”); and acquisition of 48.54% shareholding of BMSL by BEL from Societe Beaujon (“Proposed Transaction 2”). Both the proposed transactions will ultimately have the effect of giving sole control to Bharti Group from the presently held joint control with AXA and Societe Beaujon, which will be exiting from BALIC and BMSL, respectively. 3. BLVPL and BEL are the acquirers to the Proposed Transaction. Bharti Enterprises (Holding) Private Limited (“BE(H)PL”) and Bharti Overseas Private Limited (“BOPL”) are the holding companies of BLVPL. Further, BEL is a wholly owned subsidiary of BE(H)PL Bharti group. BE(H)PL, BOPL1 and BEL are part of the Bharti group. BLVPL, a private company incorporated in India, is a holding company of BALIC and has its investment only in BALIC. BEL is a limited liability public unlisted company incorporated in India. It is involved in rendering management consultancy services. 4. BALIC is a joint venture between BLVPL and AXA India Holdings, where: (a) BLVPL has a 51% shareholding in BALIC; and (b) AXA India Holdings has a 49% shareholding in BALIC. BALIC, is a limited liability public unlisted company incorporated in India. It is involved in the business of providing a range of life insurance policies like endowment, whole life, pension, savings plan, term plans, annuity, unit linked insurance plans, etc. 5. BMSL is a joint venture between BEL and Societe Beaujon (subsidiary of AXA), where: (i) BEL has a 51.46 % shareholding in BMSL; and (ii) Societe Beaujon has a 48.54 % shareholding in BMSL. BMSL is a public unlisted company incorporated in India. It was previously involved in the business of providing management consultancy and other consultancy services. However, as submitted by the parties, BMSL has not been operational in the provision of consultancy

1 Regarding BOPL, it has been submitted that none of its group entities/ affiliates (except BLVPL): (a) are either incorporated in India; or (b) have any business presence in India.

services for the previous two years and currently only earns its income from other sources (such as rental and interest income).

6. Considering the activities of the Acquirer (including their affiliates) and the Target, it is noted that the Acquirer and the Target do not exhibit any horizontal overlaps in any of the proposed transaction. However, in Proposed Transaction 1, it is noted that the Acquirer/ Airtel Payments Bank Limited (“APBL”) [a portfolio company of Bharti group] and the Target exhibit a vertical linkage between the upstream market for „provision of life insurance products and services in India‟ and the downstream market for „distribution of life insurance products and services in India‟.

7. The Commission, however, decided to leave the delineation of the relevant market open as it was observed that the Proposed Combination is not likely to cause an appreciable adverse effect on competition (AAEC) in the relevant market.

8. Based on the submissions of the Acquirer, the Commission noted that the market share of BALIC based on value and volume in the upstream market for provision of life insurance products and services in India is less than 1%. Further the market for the upstream market for provision of life insurance products and services in India is highly competitive and fragmented. The market for provision of life insurance products and services in India has around 26 active players with LIC being the market leader and other well established private players such as SBI Life, HDFC Life and ICICI Prudential Life.

9. Similarly, based on the submissions of the Acquirer, the Commission noted that the market share of APBL, based on value in the downstream market for distribution of life insurance products and services in India, is also less than 1%. The downstream market for distribution of life insurance products and services in India is also highly competitive and fragmented with around 637 Insurance Brokers and around 570 Corporate Agents.

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 any AAEC 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 Acquirers is found to be incorrect.

12. The information provided by the Acquirers 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 Acquirers accordingly.