FIH Mauritius Investments Ltd — Combination C-2026/06/1434

Notice under Section 6(2) of the Competition Act, 2002, given by FIH Mauritius Investments Ltd.

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

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

1. On 15th June 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by FIH Mauritius Investments Ltd. (FIHM/Acquirer). The Notice was filed pursuant to the execution of the Investment Agreement dated 7th May 2026, executed amongst the Acquirer, IIFL Capital Services Limited (IIFL Capital/Target) and the promoters of IIFL Capital [hereinafter, Acquirer and Target are collectively referred to as ‘Parties’].

2. It is submitted that as on 31st March 2026 and prior to the Proposed Combination, FIHM and HWIC Asia Fund (HWIC) held 24.24% and 2.97% in the Target, respectively. The Proposed Combination envisages an acquisition by the Acquirer of additional equity shares of the Target such that the aggregate shareholding of the Acquirer and HWIC [in its capacity as a person acting in concert with FIHM for the purposes of the Open Offer] will be up to 62.04% of the issued and paid-up equity share capital of the Target on a fully diluted basis. The Proposed Combination will be given effect through the following steps: a. Primary Subscription: FIHM will subscribe to certain fresh equity shares of the Target by way of a preferential issue on a private placement basis; b. Open Offer Acquisition: FIHM will offer to acquire equity shares tendered in the mandatory open offer by public shareholders of the Target; c. Secondary Purchase: If, post completion of the Primary Subscription and the Open Offer Acquisition, FIHM’s and HWIC’s aggregate shareholding in IIFL Capital remains less than 51% (i.e., the Target Shareholding), the promoters of IIFL Capital will sell such number of shares to FIHM such that FIHM’s and HWIC’s aggregate shareholding in IIFL Capital will be equal to the Target Shareholding post completion.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 29th June 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 20th July 2026, after seeking an extension of time. Since the response was not complete, another letter was issued on 31st July 2026, and the response dated 7th August 2026 was submitted by the Acquirer. Since the response was not complete, another letter was issued on 19th August 2026, and the response was submitted by the Acquirer on 24th August 2026. Since the response was not complete, another letter was issued on 8th September 2026, and the response dated 9th September 2026 was submitted by the Acquirer.

4. FIHM is a Mauritius-based investment holding company carrying out investments in equity securities and debt instruments of Indian businesses and businesses primarily connected to India. It holds a Global Business Licence issued by the Financial Commission of Mauritius. It does not carry out any other business activities, in India or globally.

5. FIHM is a wholly owned subsidiary of Fairfax India Holdings Corporation (Fairfax India), a company listed on the Toronto Stock Exchange. The ultimate parent entity of FIHM is Fairfax Financial Holdings Limited (Fairfax Financial) – a Canada-based holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and associated investment management in various countries, including India. Its subordinate voting shares are listed on the Toronto Stock Exchange. It is further submitted that the ultimate controlling person of FIHM is *** **********.

6. IIFL Capital is a SEBI-registered financial services company which, directly and through its group companies, offers integrated solutions in wealth management, investment banking, broking services, institutional equities and research for high net-worth/ultra high net-worth clients and family offices. Its primary business activities comprise stockbroking services across asset classes such as equity and commodities, investment banking and distribution of financial products in India. IIFL Capital belongs to the IIFL Capital group and is the ultimate parent entity of this group.

7. With regard to horizontal overlaps, it is submitted in the Notice that the Acquirer (including its affiliates) and the Target (including its subsidiaries and affiliates) exhibit linkages in the following markets: a. Provision of portfolio management services (PMS) in India including its segments namely discretionary PMS, advisory PMS, PMS for equity and PMS for debt; b. Provision of investment advisory/management services in India; c. Provision of brokerage services in India including its segments namely equity brokerage services, equity derivatives brokerage services, commodities derivatives brokerage services and subscription of IPOs brokerage services; d. Provision of margin trade facilities in India; e. Distribution of mutual funds in India including its segments namely equity-oriented mutual fund schemes, debt-oriented mutual fund schemes and hybrid mutual fund schemes; f. Distribution of life insurance products and services in India; g. Distribution of general insurance products and services in India; h. Distribution of health insurance products and services in India;

i. Provision of human resource (HR) services and consultancy in India.

8. With regard to vertical overlaps, it is submitted in the Notice that the Acquirer (including its affiliates) and the Target (including its subsidiaries and affiliates) exhibit the following linkages: a. Vertical Linkage 1 (actual as well as potential): Acquirer [through its affiliate] is engaged in the upstream market for provision of life insurance products and services in India and the Target [through its subsidiaries and affiliate] is engaged in the downstream market for distribution of life insurance products and services in India; b. Vertical Linkage 2 (actual as well as potential): Acquirer [through its affiliate] is engaged in the upstream market for provision of general insurance products and services in India and the Target [through its subsidiaries and affiliate] is engaged in the downstream market for distribution of general insurance products and services in India; c. Potential Vertical Linkage 3: Acquirer [through its affiliate] is engaged in the upstream market for provision of health insurance products and services in India, and the Target [through its subsidiaries and affiliate] is engaged in the downstream market for distribution of health insurance products and services in India; d. Potential Vertical Linkage 4: Acquirer [through its affiliate] is engaged in the upstream market for provision of mutual funds in India, and the Target [itself and through its affiliate] is engaged in the downstream market for distribution of mutual funds in India; e. Potential Vertical Linkage 5: Acquirer [through its affiliate] is engaged in the upstream market for provision of PMS in India, and the Target is engaged in the downstream market for PMS in India; f. Potential Vertical Linkage 6: Target is engaged in the upstream market for provision of alternative investment funds in India, and the Acquirer [through its affiliates] is engaged in the downstream market for provision of investment advisory/management services in India;

g. Potential Vertical Linkage 7: Acquirer [through its affiliate] is engaged in the upstream market for provision of mutual funds in India, and the Target [through its subsidiary] is engaged in the downstream market for provision of PMS in India.

9. With regard to complementary overlaps, it is submitted in the Notice that the Acquirer (including its affiliates) and the Target (including its subsidiaries and affiliates) exhibit the following linkages: a. Complementary Overlap 1 (actual as well as potential): Acquirer [through its affiliates] is engaged in the market for distribution of health insurance products and services in India and the Target [through its subsidiary] is engaged in the market for operation of platforms for healthcare services in India; b. Potential Complementary Overlap 2: Acquirer [through its affiliate] is engaged in the market for provision of deposit-taking services in India, and the Target is engaged in the market for provision of brokerage services in India; c. Potential Complementary Overlap 3: Acquirer [through its affiliates] is engaged in the market for provision of travel-related services in India, and the Target [through its subsidiaries and affiliate] is engaged in the market for distribution of travel insurance products and services in India.

10. In addition to the above, it is submitted that the Target has certain affiliates operating in the fintech sector, which provide various IT/ITeS services to the entities operating in the Banking, Financial Services and Insurance (BFSI) sector in India. The Acquirer has subsequently considered these as complementary overlaps to the business activities of FIHM and its affiliates in the markets of (i) provision of PMS in India; (ii) provision of investment advisory and management services in India; (iii) provision of brokerage services in India; (iv) provision of loans and lending services in India; (v) distribution of life insurance in India; (vi) distribution of general insurance in India; and (vii) distribution of health insurance in India.

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 aforesaid relevant markets in India.

12. Based on the submissions of the Acquirer regarding horizontal overlaps, the Commission noted that the incremental market share is in the range of [0-5]% for all overlapping markets and their segments. The combined market share is in the range of [0-5]% in the overlapping markets and their segments, except in the market for provision of HR services and the segment of equity brokerage services, where it is in the range of [5- 10]%.

13. Based on the submissions of the Acquirer regarding vertical overlaps, the Commission observed that the market share of the Parties (including their subsidiaries/affiliates) in the respective upstream and downstream markets is in the range of [0-5]%. With regard to complementary overlaps, the Commission noted that it appears that the Parties (including their subsidiaries/affiliates) are unlikely to have an ability or incentive to foreclose competition in any of the overlapping markets.

14. Further, existing supply arrangements between the Parties (including their subsidiaries/affiliates) are not such as to cause competition concerns.

15. 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.

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

17. 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.

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