1. GAP Arthur Holdco, L.P. 2. GA Infrastructure Rollover Holdings, L.P. 3. General Atlantic Partners, L.P. — Combination C-2024/07/1166

Notice under Section 6(2) of the Competition Act, 2002 jointly given by GAP Arthur Holdco, L.P; GA Infrastructure Rollover Holdings, L.P.; and General Atlantic Partners, L.P.

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 2nd July 2024, the Competition Commission of India (Commission) received a notice (Notice) under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) jointly given by GAP Arthur Holdco, L.P. (GAP Arthur Holdco); GA Infrastructure Rollover Holdings, L.P. (GA Infrastructure Rollover/Equity Roll Vehicle); and General Atlantic Partners, L.P. (GA). The Notice was given pursuant to the execution of the Transaction Agreement between GAP Arthur Holdco, GA Infrastructure

Rollover, GA, Savina Holdings, L.P., and Savina Holdings GP LLP on 13th January 2024 (Transaction Agreement).

2. The notifying parties, vide communications dated 15th July 2024 and 5th August 2024 issued under regulation 14 of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (Combination Regulations), were required to remove defects from the Notice and furnish certain information relevant for the purpose of assessment of the proposed combination. The notifying parties made their submissions dated 23rd July 2024, 25th July 2024, 31st July 2024, and 06th August 2024.

3. The Proposed Combination envisages the acquisition of 100% of Actis Holdings S.à r.l. (Actis Holdings) by GAP Arthur Holdco through the steps given as under:

- Step 1: Savina Holdings, L.P. which holds 100% shareholding of Actis Holdings will transfer 19.68% shares of Actis Holdings to GA Infrastructure Rollover in exchange for its 100% of the limited partner interests;1

- Step 2: GA Infrastructure Rollover will transfer all of the shares of Actis Holdings to GA in exchange for Class B units of GA;

- Step 3: Savina Holdings, L.P. will transfer all of the remaining shares (80.32%) of Actis Holdings to GAP Arthur Holdco in exchange for current and deferred cash compensation;

- Step 4: GA will transfer all shares of Actis Holdings to GAP Arthur Holdco; Further, the Board of Directors of Actis Holdings will be replaced by a single manager of the GA Group, and Savina Holdings, L.P. will transfer (i) limited partner interests

1 The limited partner interests are purely economic in nature and do not provide any voting rights/participatory rights.

of the Equity Roll Vehicle received in Step 1, and (ii) compensation for Step 2 to its equity shareholders.

4. GAP Arthur Holdco is affiliated with a group of General Atlantic investment funds (GA Group). General Atlantic is a global growth capital firm that provides capital and strategic support to growing businesses.

5. Actis Holdings is a sustainable infrastructure investor. The affiliates of Actis Holdings manage a group of investment funds (together, the Actis Group) which have investments in various portfolio entities (Actis Portfolio Entities).

6. Both the GA Group and the Actis Group are private equity investors. They have investments in India. Accordingly, they exhibit a horizontal overlap with regard to private equity investments in India (Horizontal Overlap 1). In this regard, the Commission observes that the combined market shares of GA Group and Actis Group in terms of value, number of deals, and assets under management is [0-5]%.

7. The portfolio entities of the GA Group and the Actis Group exhibit horizontal overlaps with regard to: (a) online payment aggregation services for retail digital person-to-merchant payments on the merchant websites/apps as a part of the checkout process in India (Horizontal Overlap 2); and (b) provision of information technology-enabled services to Bharat Bill Payment Operating Units (BBPOUs) in the Bharat Bill Pay System (BBPS) Framework (Horizontal Overlap 3). For Horizontal Overlap 2, the combined market shares of the overlapping entities for FY 2023-24 in terms of volume and value is [5-10]%. For Horizontal Overlap 3 the combined market shares of the overlapping entities for FY 2023-24 in terms of volume and value of the throughput transactions of BBPOU is [10-15]% or [15-20]%, respectively. The combined market shares of the overlapping entities for the same period in terms of volume and value of the throughput transactions of BOUs is [15-20]% and [20-25]%, respectively. Further, the combined market shares of the overlapping entities for the same period in terms of volume and value of the throughput transactions of Customer Operating Units (COUs) is [0-5]% and [5-10]%, respectively.

8. Further, the present/potential activities of portfolio entities of the GA Group exhibit horizontal overlaps with regard to potential/present activities of portfolio entities of the Actis Group with regard to: (a) provision of BBPS Services as (i) Biller Operating Unit (BOU), and (ii) COU (Horizontal Overlap 4); and (b) provision of bulk payments/payouts (Horizontal Overlap 5). With regard to the Horizontal Overlap 4, the Commission observes that the presently operating overlapping entity has a market share in terms of volume and value of [20-25]% as BOU; and [15-20]%, and [10-15]%, respectively as COU. With regard to the Horizontal Overlap 5, the Commission observes that both entities are yet to commence operations. Further, there are other players such as Cashfree PayU, Razorpay, Nehat Tech, Decentro are present in this segment.

9. The portfolio entities of the GA Group and the Actis Group exhibit vertical interface with regard to the marketplace services for residential real estate in the Mumbai Metropolitan Region (MMR) and Pune, and the development of residential real estate in MMR and Pune (Vertical Overlap). Further, the potential/present activities of portfolio entities of the GA Group and the Actis Group exhibit a vertical interface with regard to the provision of information technology-enabled services to BBPOUs in the BBPS Framework and provision of BBPS Services as a (i) BOU, and (ii) COU (Potential Vertical Overlap). In this regard, the Commission observes that the presence of overlapping entities is not significant enough to raise competition concerns.

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. This order may be revoked if, at any time, the information provided by the notifying parties is found to be incorrect.

12. 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.

13. The Secretary is directed to communicate this order to the notifying parties.