1. TVS Emerald Limited   2. TVS Venu Management and Consultancy Services Private Limited

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/05/1426

16th June 2026

Notice under Section 6 (2) of the Competition Act, 2002 filed jointly by TVS Emerald Limited and TVS Venu Management and Consultancy Services 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 20th May 2026, the Competition Commission of India (Commission) received a notice (Notice), under Section 6(2) of the Competition Act, 2002 (Act), filed by TVS Emerald Limited (TVS Emerald) and TVS Venu Management and Consultancy Services Private Limited (TVS VMC) [TVS Emerald and TVS VMC are collectively referred to as the ‘Acquirers’].

2. The Proposed Combination envisages acquisition of 100% of the issued, subscribed and paid-up share capital of PGIM India Asset Management Private Limited (PGIM AMP) and PGIM India Trustees Private Limited (PGIM Trustees) [PGIM AMP and PGIM Trustees are collectively referred to as the ‘Targets’] [Hereinafter, the Acquirers and Target are collectively referred to as the ‘Parties’].

3. The Notice was filed pursuant to the execution, inter alia, of Share Purchase Agreement dated 2nd April 2026 (SPA) executed amongst Acquirers, Targets, and Prudential Financial, Inc.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 04th June 2026 (RFI) certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirers. The Acquirers submitted the response dated 11th June 2026.

5. TVS Emerald (including through its subsidiaries) is stated to be engaged in the real estate development business in India. It is also stated that TVS VMC has been incorporated in January 2026 and does not currently have any business activities. Mr. Sudarshan Venu is stated to be ultimate controlling person (UCP) of both TVS Emerald and TVS VMC. It is also submitted that the Acquirer group includes all entities over which Mr. Sudarshan Venu directly / indirectly has shareholding / rights which meets the Materiality Thresholds. The Acquirer group is broadly engaged in real estate development and trading activities in India.

6. PGIM AMP is engaged in the businesses of: a) the asset management company of PGIM India Mutual Fund (PGIM MF) in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations, 2026 (MF Regulations); b) portfolio manager in accordance with Securities and Exchange Board of India (Portfolio Managers) Regulations, 2020; c) investment manager of PGIM India Alternative Investment Fund, a Category III alternative investment fund, in accordance with the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012; and d) providing investment advisory services to foreign portfolio investors which are appropriately regulated under the MF Regulations.

7. PGIM Trustees is engaged in the business of acting as the trustee of PGIM MF in accordance with the MF Regulations. Targets do not have any shareholding / rights which meet the Materiality Thresholds in any entities.

8. The Commission considered the activities of the Acquirers (including their affiliates) and Targets for competition assessment of the Proposed Combination. Based on the submissions of the Acquirers, the Commission noted that the products/services of the Acquirers (including their affiliates) are related to real estate development and trading activities in India while those of Targets are related to the wealth management business such as the business of mutual funds, portfolio management services, alternative investment funds and investment advisory services.

9. Accordingly, the Commission noted that there are no horizontal overlaps between the business activities of Acquirer group (including affiliates) and Targets. Further, there are no existing or potential vertical/complimentary linkages between the Parties (including the affiliates).

10. 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.

11. This order shall stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

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

13. The Secretary is directed to communicate to the Acquirers accordingly.