MUFG Bank Ltd. — Combination C-2026/01/1379

Notice under Section 6(2) of the Competition Act, 2002 given by MUFG Bank Ltd.

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 30th January 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by MUFG Bank Ltd. (Acquirer). The Notice was filed pursuant to the execution of Investment Agreement dated 19th December 2025 (as amended by Letter Agreement dated 22nd December 2025), amongst Shriram Ownership Trust, Shriram Capital Private Limited, Shriram Finance Limited (Target) and the Acquirer; and Shareholders’ Agreement dated 19th December 2025, amongst Shriram Ownership Trust, Shriram Capital Private Limited, Shriwell Trust, Sanlam Emerging Markets (Mauritius) Limited, Sanlam Life Insurance Limited, Shriram Value Service Limited and the Acquirer [hereinafter, the Acquirer and the Target are collectively referred as ‘Parties’].

Combination Registration No. C-2025/01/1379

2. The Proposed Combination envisages the acquisition by the Acquirer of 20% share capital of Target (on a fully diluted basis) by way of primary subscription.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 12th February 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 25th February 2026, after seeking an extension of time. Since the response was not complete, another letter was issued on 5th March 2026, and the response dated 11th March 2026 was furnished by the Acquirer.

4. The Acquirer is a banking institution headquartered in Tokyo, Japan. It is wholly owned and controlled by Mitsubishi UFJ Financial Group, Inc. (MUFG Group), which is a financial services and holding company incorporated in Tokyo, Japan. The Acquirer is the core banking unit of the MUFG Group, which is a global financial group with operations spanning banking, securities, trust, and asset management, etc. The Acquirer itself provides a wide range of financial services to individual and corporate clients, including retail banking, commercial banking, investment banking, and wealth management services. In India, the Acquirer provides corporate banking loans, deposit accounts, remittances, trade finance, bank guarantees, and hedging.

5. The Target, a pubic listed company, belongs to the Shriram Group, and the promoter group of the Target holds 25.38% shareholding, while the remaining shareholding is held by public shareholders. The Target is a non-banking financial company registered with the Reserve Bank of India. It is primarily engaged in the business of financing commercial goods and passenger vehicles, construction equipment, farm equipment, micro, small and medium enterprises (MSMEs), two-wheelers, gold, and personal loans. It is also registered with the Insurance Regulatory and Development Authority of India and is engaged in the distribution of various types of insurance products in India.

6. With regard to horizontal overlaps, it is submitted in the Notice that the Parties exhibit the following horizontal overlaps:

Combination Registration No. C-2025/01/1379 a. The Acquirer, through its affiliate Girnar Insurance Brokers Private Limited (Girnar) [engaged in the distribution of various types of insurance products and services in India through its platform, ‘InsuranceDekho’] and the Target, are engaged in the broad market for distribution of insurance products and services in India (Insurance Distribution Market). At a narrow level, these entities are present in the segment of distribution of life insurance, non-life/general insurance, and health insurance products and services in India.

b. The Acquirer, directly as well as through its affiliate DMI Finance Private Limited (DMI Finance), and the Target are engaged in the broad market for the provision of loans and lending services in India (Loans Market). At a narrow level, these entities are present in the segment of retail loans and non-retail loans. Within the segment of retail loans in India, these entities exhibit overlaps in the sub-segments of provision of personal loans, MSME loans, and EV loans. Within the segment of non-retail loans in India, these entities exhibit overlaps in the sub-segment of provision of business loans.

c. The Acquirer and the Target are engaged in the broad market for the provision of deposit-taking services in India (Deposits Market). At a narrow level, these entities are present in the segment of term deposits.

7. With regard to vertical overlaps, it is submitted in the Notice that the Parties exhibit the following potential overlaps:

a. Acquirer’s affiliate, Saarathi FinBiz Private Limited (Saarathi), is engaged in the business of facilitating various loans and lending services through its technology-based platform and operates as a digital lending marketplace. Accordingly, Target is present in the Loans Market (upstream), and Saarathi is present in the market for the distribution of loans and lending products in India (downstream).

b. Acquirer’s affiliate, Lentra Private Ltd. (Lentra), is engaged in the provision of cloud-based loan lifecycle management software, which assists banks and Combination Registration No. C-2025/01/1379 financial institutions. Thus, Lentra is present in the market for the provision of loan management services in India (upstream), and Target is present in the Loans Market (downstream).

8. 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 any of the plausible relevant market(s) in India.

9. Based on the submissions of the Acquirer, the Commission noted that the combined market share of the Parties in the Insurance Distribution Market, Loans Market, and Deposits Market, and their segments/sub-segments, in terms of value, is in the range of [0-5]% respectively. The incremental market share in each of these markets and their segments/sub-segments is insignificant.

10. With regard to vertical overlaps, the Commission observed that the market share of the relevant entity in the respective upstream or downstream market is in the range of [0- 5]%. Thus, their presence is not such as to raise any foreclosure concerns.

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 appreciable adverse effect on competition 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.

Combination Registration No. C-2025/01/1379

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