1. 360 ONE WAM Limited   2. Mr. Saahil Murarka   3. Batlivala & Karani Resources Management Private Limited

Document text

Page 1 of 7 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/04/1273 20th May 2025 Notice under Section 6(2) of the Competition Act, 2002 filed by 360 ONE WAM Limited, Mr. Saahil Murarka, Batlivala & Karani Resources Management Private Limited 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 15th April 2025, the Competition Commission of India (Commission) received a notice, under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), filed by 360 ONE WAM Limited (360 ONE), Mr. Saahil Murarka and Batlivala & Karani Resources Management Private Limited (BKRM) [hereinafter, 360 ONE, Mr. Sahil Murarka and BKRM are collectively referred to as ‘Acquirers’]. 2. The notice has been filed pursuant to execution of the following documents, each dated 27th January 2025: (i) Share Purchase and Share Subscription Agreement (including its amendment dated 20th February 2025) (SPSSA), (ii) Share Purchase Agreement (SPA); Combination Registration No. C-2025/04/1273 Page 2 of 7 and (iii) Securities Subscription Agreement (including its subsequent amendment dated 20th February 2025) (SSA). 3. The proposed transaction envisages the following: (i) The proposed acquisition of 100% shareholding in Batlivala & Karani Securities India Private Limited (Target 1) by 360 ONE from Mr. Saahil Murarka, BKRM and Ms Swapana Murarka (BK Securities Transaction). (ii) As consideration for the BK Securities Transaction, apart from certain cash consideration, 360 ONE will issue and allot 1 crore equity shares to Mr. Saahil Murarka and BKRM, in proportion of their existing shareholding in Target 1 (BK Securities Consideration Subscription). By way of the BK Securities Consideration Subscription, Mr. Saahil Murarka and BKRM will receive 1.28% and 1.23% of the post preferential offer paid-up equity share capital of 360 ONE1, respectively. (iii) As a condition precedent to the BK Securities Transaction, Target 1’s subsidiaries, namely (i) Krypton Intra Private Limited (KIPL); (ii) Maximus Investment Advisory Private Limited (MIAPL); and (iii) Panna & Prajna Art Advisory Private Limited (PPAAPL), will be transferred to independent third parties who are not connected to 360 ONE2 (Third Party Transfers). (iv) As a condition precedent to the BK Securities Transaction, Neem Tree Insurance Broking & Advisory Private Limited (Neem Tree), a subsidiary of Target 1, which holds an Insurance Regulatory and Development Authority of India (IRDAI) licence for insurance broking activities (valid till 9th May 2025) will 1 It is submitted that such shareholding percentage for Mr. Saahil Murarka and BKRM is calculated based on the BK Securities Transaction alone, without taking into consideration the total expanded shareholding on a fully diluted basis after the Warrant Subscription. 2 The relevant entity that will acquire KIPL, MIAPL and PPAPL has not been identified yet. KIPL, MIAPL and PPAPL will cease to be a subsidiary of Target 1 prior to closing, and 360 ONE will have no role or interest in such transfers. Combination Registration No. C-2025/04/1273 Page 3 of 7 make an application to IRDAI for surrender of the license. After such surrender, Neem Tree will be acquired by Seller or their Affiliates3 (Neem Tree Transfer). (v) The proposed subscription by Mr. Saahil Murarka of 33,33,333 share warrants issued by 360 ONE (Warrant Subscription). By way of the Warrant Subscription and the BK Securities Consideration Subscription, Mr. Saahil Murarka will individually acquire 2.42% shareholding in 360 ONE on a fully diluted basis (including certain ESOPs); and BKRM will individually acquire 1.14% shareholding in 360 ONE on a fully diluted basis. Accordingly, BKRM and Mr. Saahil Murarka will cumulatively acquire 3.55% shareholding in 360 ONE on a fully diluted basis. (vi) The proposed acquisition by 360 ONE of 100% shareholding in Batlivala & Karani Finserv Private Limited (Target 2) (BK Finserv Transaction). [The BK Securities Transaction, the BK Securities Consideration Subscription, Third- Party Transfers, Neem Tree Transfer, the Warrant Subscription and the BK Finserv Transaction, are collectively referred to as the ‘Proposed Combination’.] 4. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 29th April 2025, certain information(s)/ clarification(s) was sought from the Acquirers and response to the same was received on 07th May 2025. 5. 360 ONE is the ultimate parent entity (UPE) of the 360 ONE group (Acquirer Group/ 360 ONE group) and is listed on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited. 360 ONE Group is a wealth and asset management firm in India and serves highly specialised and sophisticated needs of high net-worth individuals (HNIs) and ultra-HNIs, affluent families, family offices and institutional clients through tailored wealth management solutions. 360 ONE is present outside India 3 The relevant entity that will acquire Neem Tree has not been identified yet. Neem Tree will cease to be a subsidiary of Target 1 prior to closing, and 360 ONE will have no role or interest in such transfer. Combination Registration No. C-2025/04/1273 Page 4 of 7 through its wholly owned subsidiaries (WOS) in Canada, Dubai, Mauritius, Singapore and the USA. 6. Target 1 is in the business of: (i) institutional equity broking; (ii) distribution of (a) mutual funds (MFs), (b) portfolio management services (PMS), (c) alternative investment funds (AIFs), (d) corporate fixed deposits (CFDs), (e) commercial papers (CPs), (f) buying/selling of corporate bonds; (iii) investment banking as a merchant banker; and (iv) research analyst activities. It provides research related services to foreign clients in countries such as the UK, the USA and Hong Kong. Currently, Target 1 has the following subsidiaries: (i) KIPL, (ii) MIAPL, (iii) PPAAPL, (iv) Neem Tree, (v) B&K Securities Pte Limited (BKSPL) and (vi) B&K Securities Limited (BKSL). It is stated that KIPL, MIAPL and PPAAPL are not engaged in the provision of any product/services or in any commercial activity. Further, Neem Tree, with the exception of the insurance broking activities, is also not engaged in any commercial activity. Regarding BKSPL and BKSL, it is submitted that Target 1 shall make an application to relevant governmental authority for liquidation/winding up of BKSPL and BKSL – both of which are foreign subsidiaries of Target 1, as this is a condition precedent to the Proposed Combination and will be undertaken prior to the closing of the Proposed Combination. Target 1 group includes Target 1 and its affiliates as per the Materiality Thresholds4. 7. Target 2 is in the business of distribution of: MFs, PMS, AIFs, CFDs, and CPs. Target 2 only includes Target 2 itself as it has no affiliates as per the Materiality Thresholds. Target 2 holds 20% shareholding in Ayasana Asset AIF LLP. This entity presently does not undertake any business activities; however, it presently holds a Category III AIF License which is in the process of being surrendered. 4 An entity is considered to be an affiliate of another enterprise if that another enterprise has (a) 10% or more of the shareholding or voting rights of the enterprise; or (b) right or ability to have a representation on the board of directors of the enterprise either as a director or as an observer; or (c) right or ability to access commercially sensitive information (CSI) of the enterprise (collectively, ‘Materiality Thresholds’) Combination Registration No. C-2025/04/1273 Page 5 of 7 8. The Target 1 and 2 belong to the Batlivala & Karani group (Target Group). The Target Group includes Target 1, its affiliates and Target 2. BKRM currently holds 49% shareholding in Target 1 and itself constitutes a part of the Batlivala & Karani group. However, BKRM is merely a holding company and is not engaged in any business / commercial activity. Further, Mr. Saahil Murarka is a natural person and is a strategic financial services professional, currently the Managing Director of Target 1. Apart from the Targets, affiliates of Mr. Saahil Murarka are BK Financial Consultants Private Limited and Maddox Ventures LLP, both of which do not have any business activities. Further, BKRM does not have any affiliates apart from the Targets. 9. It is submitted in the notice that there are no horizontal overlaps, or existing/potential vertical relationships, or existing/potential complementary linkages between business activities of (i) Mr. Saahil Murarka, BKRM and their affiliates (as per Materiality Thresholds) on one hand, and (ii) 360 ONE and its affiliates (as per Materiality Thresholds) on the other hand. With regard to overlaps assessment of the 360 ONE group with the Targets, it is submitted in the notice that 360 ONE Group is engaged in distribution of MFs in India through 360 ONE Distribution Services Limited (DSL). Further, DSL is also engaged in distribution of PMS, AIF, Corporate Bonds and CFDs along with provision of brokerages and investment banking services. On the other hand, the Targets are also involved in distribution of MFs, PMS, AIFs, Corporate Bonds and CFDs along with provision of brokerage and investment banking services. 10. Accordingly, it is stated in the notice that the relevant market for the purposes of assessment of horizontal overlaps may be considered as: (i) ‘the market for distribution of MFs in India’ (MF Distribution Market), (ii) ‘the market for distribution of PMS in India’ (PMS Distribution Market), (iii) ‘the market for distribution of AIFs in India’ (AIF Distribution Market), (iv) ‘the market for provision of brokerage services in India’ (Brokerage Market)5, (v) ‘the market for provision of investment banking services in India’ (Investment Banking Market), (vi) ‘the market for distribution of corporate bonds in 5 Parties exhibit overlap in the narrow segments for equity (i.e., cash) and equity derivatives (i.e., futures and options) and also in stockbroking. Combination Registration No. C-2025/04/1273 Page 6 of 7 India’ (Corporate Bonds Distribution Market), and (vii) ‘the market for distribution of CFDs in India’ (CFD Distribution Market) [MF Distribution Market, PMS Distribution Market, AIF Distribution Market, Brokerage Market, Investment Banking Market, Corporate Bonds Distribution Market and CFD Distribution Market are collectively referred to as ‘Horizontal Relevant Markets’]. 11. In addition to above, it is submitted that, on one hand, the 360 ONE Group is engaged in the provision of MFs, PMS and AIFs in India and on the other hand, the Targets are engaged in distribution of MFs, PMS and AIFs. Accordingly, the 360 ONE Group and the Targets exhibit existing/potential vertical relationships in the following markets: (i) Vertical Relationship 1 (Potential) between ‘the market for provision of MFs in India’ at the upstream level (Upstream Relevant Market 1) and ‘the market for distribution of MFs in India’ at the downstream level (Downstream Relevant Market 1), (ii) Vertical Relationship 2 (Potential) between ‘the market for provision of PMS in India’ at the upstream level (Upstream Relevant Market 2) and ‘the market for distribution of PMS in India’ at the downstream level (Downstream Relevant Market 2), and (iii) Vertical Relationship 3 (Existing) between ‘the market for provision of AIFs in India’ at the upstream level (Upstream Relevant Market 3) and ‘the market for distribution of AIFs in India’ at the downstream level (Downstream Relevant Market 3) [Upstream Relevant Markets 1-3 and Downstream Relevant Markets 1-3 are collectively referred to as ‘Vertical Relevant Markets’]. 12. The Commission decides to leave precise delineation of the relevant market open, as it is observed that because of the reasons stated below, the Proposed Combination is not likely to result in appreciable adverse effect on competition, irrespective of the manner in which the relevant market is delineated. 13. Based on the submissions of the Parties, it is noted that the combined market shares of the Acquirers and Target in the Horizontal Relevant Markets are in the range of [0-5] % only, except AIF Distribution Market where the combined market share is in the range of [5-10]% but the incremental market share is negligible. Moreover, there are other Combination Registration No. C-2025/04/1273 Page 7 of 7 players present in the each of the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern in any of the relevant markets. 14. Further, it is noted that the individual market shares of the Parties in Vertical Relevant Markets are in the range of [0-5] % only, except Upstream Relevant Market 3 and Downstream Relevant Market 3 where the individual market share of 360 ONE group is in the range of [5-10] %. Moreover, there are other players posing competitive constraints on the Parties in each of these markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition foreclosure concerns in any of the relevant markets identified above. 15. Considering the material on record, including the details provided in the notice and the assessment of the Combination based on the factors stated in sub-Section (4) of Section 20 of the Act, the Commission is of the opinion that the 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 stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect. 17. The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 18. The Secretary is directed to communicate to the Acquirers accordingly.