DWS Group GmbH & Co. KGaA — Combination C-2026/05/1420

Notice under Section 6(2) of the Competition Act, 2002 given by DWS Group GmbH & Co. KGaA

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 11th May 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by DWS Group GmbH & Co. KGaA (Acquirer). The Notice was filed pursuant to the execution of Share Subscription Agreement (SSA) and Shareholders’ Agreement (SHA), both dated 14th March 2026. SSA was executed between the Acquirer and Nippon Life India AIF Management Limited (Target) and the SHA was executed amongst the Acquirer, Target and Nippon Life India Asset Management Limited (NAMI) [hereinafter, the Acquirer and the Target are collectively referred to as the ‘Parties’].

2. The Proposed Combination envisages the subscription of shares by Acquirer in the Target, resulting in an aggregate shareholding of 40% in the Target.

3. In terms of Regulation 14 of the Combination Regulations vide letter dated 22nd May 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 08th June 2026, after seeking an extension of time.

4. The Acquirer is a German partnership limited by shares and is an asset manager on a global basis offering investment solutions and portfolio management services. DB Beteiligungs-Holding GmbH holds a 79.49% stake in the Acquirer. The remaining shareholding of the Acquirer is publicly held and traded on the Frankfurt Stock Exchange. It is submitted that apart from DB Beteiligungs-Holding GmbH, none of the other shareholders hold any control-conferring rights in the Acquirer. It is submitted that DB Beteiligungs-Holding GmbH is a wholly owned subsidiary of Deutsche Bank AG (DB). DB is a German multinational investment bank and financial services company headquartered in Frankfurt. DB Group, in India, provides a range of financial services, including corporate and transaction banking, lending, focused investment banking, and retail and private banking.

5. DWS India Private Limited (DWS India), a wholly owned subsidiary of the Acquirer, currently serve as the DB’s technology, operations, research and risk support hub in India. It employs staff across certain cities in India to support all the Acquirer’s divisions.

6. The Target is a wholly owned subsidiary of NAMI which is listed on the BSE Ltd. and National Stock Exchange of India Limited. Nippon Life Insurance Company, Japan, holds 71.93% of the paid-up equity share capital of NAMI. The remaining shareholding of NAMI is held by public shareholders. The Target is engaged in the business of alternative asset management and (i) acts as an investment manager and/or sponsor, as applicable, to alternative investments funds (AIFs) registered with Securities and Exchange Board of India (SEBI) and (ii) is also registered with SEBI as a co-investment portfolio manager.

7. The Commission considered the activities of the Acquirer (including its affiliates) and Target (including its affiliates) for competition assessment of the Proposed Combination. Based on the submissions of the Acquirer, the Commission noted that the products/services of the Acquirer (including its affiliates) are related to financial services, including corporate and transaction banking, lending, investment banking, and retail and private banking while those of the Target is related to alternative asset management in India. Accordingly, there are no horizontal overlaps between the activities of the Acquirer Group and the Target.

8. With respect to vertical and/or complementary linkages, the Acquirer (including its affiliates) has identified following vertical linkages between their activities: a. The Acquirer Group [through Deutsche Bank AG India (DB India)] is engaged in ‘the market for provision of custodian services in India’ (upstream market 1), and the Target is engaged in ‘the market for management of AIFs in India’ (downstream market 1).

b. The Acquirer Group (including its affiliates) and Target (including its affiliates) also exhibit certain potential vertical linkages wherein – i) The Target is engaged in the ‘market for management of AIFs in India’ (upstream market 2), and the Acquirer Group (through DB India) is engaged in ‘the market for distribution of AIFs in India’ (downstream market 2). ii) The Target is engaged in the ‘market for management of AIFs in India’ (upstream market 3), and the Acquirer Group [through Deutsche Equities India Private Limited (DEIPL)] is engaged in the market for provision of brokerage services in India (downstream market 3).

9. 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 (AAEC) in the above-mentioned market(s) in India.

10. Based on the submissions, the Commission noted that the market share of the Parties in upstream market 1 in terms of value is in the range of [15-20]% and the market share of the Target in the downstream market 1 in terms of value is in the range of [0-5]%. The Commission further noted the market share of the Target in upstream market 2 and upstream market 3 in terms of value is in the range of [0-5]%, and market share of the Acquirer Group (through its affiliates) in downstream market 2 and downstream market 3 is insignificant. The Commission noted that the presence of the Parties is not likely to cause competition concerns as there appears to be no ability and incentive to foreclose the competition in above-mentioned relevant market(s).

11. 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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act. 12. This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

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

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