1. The Brink’s Company 2. NCR Atleos Corporation — Combination C-2026/05/1423

Notice under Section 6(2) of the Competition Act, 2002 given by The Brink’s Company

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 13th May 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by The Brink’s Company (Acquirer). The Notice was filed pursuant to the execution of the Agreement and Plan of Merger dated 26th February 2026 between the Acquirer, Novus Merger Sub, Inc., Novus Merger Sub II, LLC, and NCR Atleos Corporation (Target) [hereinafter, the Acquirer and the Target are collectively referred to as the ‘Parties’].

2. The Proposed Combination envisages the acquisition of 100% of the equity share capital of the Target by the Acquirer and will be implemented through a reverse triangular merger.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 26th May 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 5th June 2026 after seeking an extension of time. Since the response was not complete, another letter was issued on 17th June 2026, and the response dated 2nd July 2026 was submitted by the Acquirer after seeking an extension of time. The Acquirer also made certain voluntary submissions vide communications dated 8th July 2026 and 9th July 2026.

4. The Acquirer is a listed company, and its shares are traded on the New York Stock Exchange. The Acquirer is the ultimate controlling person (UCP) of the ‘Brink’s Group’. The Acquirer is a global provider of cash and valuables management services (CVS), digital retail solutions, and ATM managed services (AMS), serving financial institutions, retailers, government agencies, and other commercial customers in several countries. In India, as part of its CVS offering, the Acquirer is active in rendering cash replenishment services. Further, as part of its cash replenishment offering, the Acquirer provides first-line maintenance (FLM) as an ancillary service. The cash replenishment service entails the secure transportation and loading of cash into ATMs on behalf of its customers. FLM comprises simple on-the-spot maintenance tasks such as replenishing consumables and removing bank card jams. The Acquirer does not provide AMS in India.

5. The Acquirer is present in India through its subsidiaries, namely Brink’s India Private Limited (Brink’s India) and BVC Brink’s Diamond & Jewellery Services LLP, as well as its affiliate KAL ATM Software India Pvt. Ltd. (KAL India). Brink’s India is engaged in, inter alia, CVS, digital retail solutions, cash replenishment and FLM; and KAL India is engaged in the provision of ATM software and related support services, operational ATM monitoring and management, ATM related SaaS, and ATM testing services.

6. The Target is a listed company, and its shares are traded on the New York Stock Exchange. The Target is the UCP of the ‘NCR Atleos Group’. The Target is a financial technology company providing self-directed banking solutions to financial institutions, merchants, manufacturers, retailers, and consumers globally. The Target is an independent ATM deployer (IAD) in various jurisdictions (excluding India), active in the following segments: ATM hardware, ATM software, AMS, ATM maintenance services, and ATM deployment & operation.

7. The Target’s activities in India principally comprise: (i) the manufacture and supply of ATM hardware, including through its manufacturing facility in Chennai; (ii) the development and licensing of ATM software; (iii) the provision of AMS, including monitoring and help-desk services; and (iv) the provision of ATM maintenance, i.e., FLM and second line maintenance (SLM)1 services. It is also submitted that the Target does not provide cash replenishment services in India on its own and it engages with third-party cash replenishment service providers, such as the Acquirer, to fulfil such requirements. Further, it is not classified or licensed to operate as an IAD in India.

8. The Target is present in India through its subsidiaries, namely NCR Corporation India Private Limited (NCR India), Digital Insight India Products Private Limited, and Cardtronics India LLP. NCR India is engaged in the manufacture and supply of ATM hardware & development and licensing of ATM software.

9. With regard to linkages between the Parties, it is submitted that the Acquirer and the Target (including their subsidiaries and affiliates) exhibit horizontal overlaps in the activities of ATM software services (through KAL India and NCR India, respectively) and FLM services (through Brink’s India and NCR India, respectively).

10. It is submitted that there are no vertical linkages, whether existing or potential, between the business activities of the Parties (including their subsidiaries and affiliates) in India. It is also submitted that there is a complementary relationship between the Parties, as the Acquirer (through Brink’s India) is engaged in the provision of cash replenishment services in India, and the Target (through NCR India) is engaged in the provision of FLM services in India. Further, the Acquirer’s presence in ATM software services (through

1 SLM refers to more sophisticated repair and maintenance of the ATM hardware, including remedial and preventive servicing and component replacement.

KAL India) and the Target’s presence in the ATM hardware market (through NCR India) may also be considered as potential complementary linkage.

11. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in the aforesaid relevant markets in India.

12. Based on the submissions of the Acquirer, with regard to the horizontal overlaps, the Commission noted that the incremental market share is in the range of [0-5]% in both the ATM software services market and the FLM services market.

13. Based on the submissions of the Acquirer, with regard to the complementary overlaps, the Commission noted that the market share of the Acquirer in the cash replenishment market is in the range of [0-5]% and the market share of the Target in the FLM services market is in the range of [25-30]%. Also, the market share of the Acquirer in the ATM software services market is in the range of [0-5]%, and the market share of the Target in the ATM hardware market is in the range of [35-40]%. Thus, based on the presence of the Acquirer, it appears that the Proposed Combination is not likely to cause competition concerns.

14. 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.

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

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

17. The Secretary is directed to communicate to the Acquirer accordingly.