Mars Equity Dragon Fund VCC — Combination C-2026/05/1424

Notice under Section 6(2) of the Competition Act, 2002 given by MARS Equity Dragon Fund VCC

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 15th May 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by MARS Equity Dragon Fund VCC (Dragon Fund / Acquirer) in relation to its proposed acquisition of (a) 2.74% shareholding in Krazybee Services Limited (Krazybee / Target 1); and (b) 2.74% shareholding in Finnovation Tech Solutions Private Limited (Finnovation / Target 2) [collectively, ‘Targets’] by way of a primary subscription as well as secondary purchases from Alpine Opportunity Fund IV, L.P and Mirae Asset – Naver Asia Growth Investment Pte. Ltd (Proposed Combination). The Acquirer and the Targets are hereinafter collectively referred to as the ‘Parties’.

2. The Notice was filed pursuant to inter alia execution of:

a. Series E Share Subscription Agreement executed on 3rd April 2026 amongst Finnovation, Krazybee, Madhusudan Ekambaram and Krishnaswamy Karthikeyan for the subscription of Krazybee Series E CCPS and Finnovation Series E CCPS (SSA);

Combination Registration Number: C-2026/05/1424 b. Series E Share Purchase Agreement executed on 13th April 2026 amongst Dragon Fund, Krazybee and Alpine Opportunity Fund IV, L.P for the purchase of existing Krazybee Equity Shares (Kraybee Alpine SPA); c. Series E Share Purchase Agreement executed on 4th May 2026 amongst Dragon Fund, Krazybee and Mirae Asset – Naver Asia Growth Investment Pte. Ltd for the purchase of existing Krazybee Equity Shares (Krazybee Mirae SPA); d. Series E Share Purchase Agreements executed on 13th April 2026 amongst Dragon Fund, Finnovation and Alpine Opportunity Fund IV, L.P for the purchase of existing Finnovation Equity Shares (Finnovation Alpine SPA); e. Series E Share Purchase Agreement executed on 4th May 2026 amongst Dragon Fund, Finnovation and Mirae Asset – Naver Asia Growth Investment Pte. Ltd for the purchase of existing Finnovation Equity Shares (Finnovation Mirae SPA); and f. Shareholders’ Agreement executed on 3rd April 2026, entered into amongst Finnovation, Krazybee, Madhusudan Ekambaram, Krishnaswamy Karthikeyan and other shareholders of the Targets (SHA). [Collectively, ‘Transaction Documents’]

3. In accordance with Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 29th May 2026 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response to RFI on 8th June 2026 (Response).

4. The Proposed Combination envisages acquisition of 2.74% shareholding in the Targets, on a fully diluted basis along with access to certain commercially sensitive information and an observer right. It is submitted that independent of the Proposed Combination, on 18th September, 2025, Krazybee has filed a petition for merger with the National Company Law Tribunal, Bengaluru Bench (NCLT), for a proposed amalgamation of Finnovation into and with Krazybee and consequent dissolution of Finnovation in accordance with the provisions of the Companies Act, 2013 (as amended) (Merger Scheme). As envisaged under the Transaction Documents, if the Merger Scheme is approved by the NCLT prior to closing of the Proposed Combination and equity and CCPS securities of Krazybee have been issued by Krazybee to the shareholders of Combination Registration Number: C-2026/05/1424

Finnovation in accordance with the scheme of amalgamation, then pursuant to the Proposed Combination, the Acquirer will hold 2.74% shareholding in Krazybee on a fully diluted basis. The Commission noted that pursuant to the Merger Scheme, Finnovation will cease to exist and therefore, if the Proposed Combination is consummated after the completion of the Merger Scheme, the Acquirer will not receive any shareholding in Finnovation.

5. The Acquirer is an investment fund that invests in growth stage technology companies. It is wholly managed by Mars Equity M.C. Pte. Ltd., a holder of a Capital Markets Services License in Singapore. Mars Equity M.C. Pte. Ltd. is a wholly owned subsidiary of MUFG Bank, Ltd., which in turn is a wholly owned subsidiary of Mitsubishi UFJ Financial Group, Inc.

6. Krazybee is a non-deposit taking Non-Banking Financial Institution registered with the Reserve Bank of India. It is classified as middle layer Investment and Credit Company. It offers unsecured personal loans, unsecured business loans, loan against property, two-wheeler loan and cross-selling products like insurance and credit score report.

7. Finnovation is the technology company which owns and operates the KreditBee app, through which customers can avail loans and access payment services like Unified Payments Interface (UPI). Finnovation acts as technology provider and sourcing partner for Krazybee and other co-lending partners.

8. MUFG Group (i.e., the group to which the Acquirer belongs), presently holds certain shareholding in each of the Targets. Krazybee and Finnovation are sister companies with mirror shareholding structures. Further, neither Krazybee nor Finnovation has any downstream affiliates that meet the materiality thresholds.

9. For the purpose of identifying the relevant areas for competition assessment of the Proposed Combination, the Commission considered the activities of Mitsubishi UFJ Financial Group, Inc., including its affiliates (hereinafter referred to as ‘MUFG Group/Acquirer Group’) on one hand and the Targets on the other hand. Based on Combination Registration Number: C-2026/05/1424 the information contained in the Notice, the horizontal overlaps were identified in the following markets and their narrower segments, wherever applicable: I. Provision of loans and lending services in India 1) Provision of retail loans in India i. Provision of personal loans in India ii. Provision of vehicle loans in India i. Provision of two-wheeler loans in India iii. Provision of MSME loans in India II. Distribution of loans and lending products in India III. Provision of UPI-based digital payment applications in India (UPI Market) (Hereinafter, collectively referred to as ‘Horizontal Markets’)

10. The Commission observed that the Proposed Combination gives rise to a potential vertical relationship in the markets for the provision (upstream) and the distribution (downstream) of loans and lending services in India (Vertical Linkage).

11. The Commission considered the market presence of Parties in each of the Horizontal Markets and the Vertical Linkage and observed that the combined market share, and increment thereof, of the Parties is [0-5]% in each market, except the market for provision of two-wheeler loans where the combined market share of the Parties is [5- 10]%. Further, each of the market segment examined is characterised by presence of other significant competitors that will continue to exert competitive constraints on the Parties. Thus, given the insignificant presence of the Parties, the Proposed Combination is not likely to raise concerns of appreciable adverse effect on competition (AAEC), in any of the aforesaid markets examined. Accordingly, the Commission decides to leave precise delineation of the relevant market(s) open.

12. 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 an AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

Combination Registration Number: C-2026/05/1424

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

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

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