Allowed

1. Ashoka Buildcon Limited 2. Viva Highways Limited

CCI14 Jan 2025C-2024/12/1215

Case brief

AI extract

What is this about?

The Competition Commission of India approved a proposed combination between Ashoka Buildcon Limited and Viva Highways Limited, acquiring equity and convertible instruments in target companies, finding no appreciable adverse effect on competition based on vertical interface observations.

What did the court decide?

Approval of the Proposed Combination under Section 31(1) of the Competition Act, 2002.

1. Ashoka Buildcon Limited 2. Viva Highways Limited — Company and Corporate | CCI (2025)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No. C-2024/12/1215

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14^th January 2025

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Notice under Section 6(2) of the Competition Act, 2002 jointly given by Ashoka Buildcon Limited and Viva Highways Limited

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CORAM:

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Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member

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Ms. Sweta Kakkad Member

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Mr. Deepak Anurag Member

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

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On 3^rd December 2024, the Competition Commission of India ( Commission ) received a notice ( Notice ), under sub-section (2) of Section 6 of the Competition Act, 2002 ( Act ), jointly given by Ashoka Buildcon Limited ( ABL ) and Viva Highways Limited ( Viva ) [collectively referred to as Acquirers ]. The Notice has been given pursuant to execution of the Securities Purchase Agreement between Macquarie SBI Infrastructure Investments Pte. Limited ( Macquarie Investments ) and SBI Macquarie Infrastructure Trust ( SBI Trust ) [Macquarie Investments and SBI Trust are hereinafter collectively referred to as the Sellers ], ABL, Viva, Ashoka Concessions Limited ( ACL ), and Jaora Nayagaon Toll Road Company Private Limited ( JN ) [ACL and JN are collectively referred to as Targets ] on 30^th October 2024 ( SPA ).

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Page 1 of 3

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Combination Registration No. C-2024/12/1215

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Acquirers, vide communications dated 13^th December 2024 and 27^th December 2024 issued under Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combination Regulations ), were required to remove defects from the Notice and furnish certain information relevant for the purpose of assessment of the combination. Acquirers made their submissions vide responses dated 20^th December 2024 and 2^nd January 2025. The Acquirers also made voluntary submissions dated 13^th January 2025.

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The Proposed Combination envisages the acquisition of the existing shareholding of Sellers in the following manner:

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ACL Transaction: ABL will acquire 34% equity shareholding, and ABL and /or Viva, a subsidiary of ABL, would acquire certain convertible instruments in ACL; and

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JN Transaction: Viva will acquire 26% shareholding of JN.

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ABL is the ultimate controlling entity of the Ashoka Group. In India, ABL is engaged in engineering, procurement and construction ( EPC ) in different sectors such as highways and bridges, power, railways, construction of residential and commercial, building and sewage treatment plants. It is one of the market players operating in highway development in India. The company operates its road assets in an integrated manner through various models, i.e. , EPC, Build, Operate and Transfer ( BOT ) and Hybrid Annuity Model ( HAM ) models. It also has business presence in other segments of infrastructure.

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ACL, a subsidiary of ABL, is active in operation and maintenance of roads and highways in India through its various subsidiaries.

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JN is a special purpose vehicle ( SPV ) operating a single road asset.

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Page 2 of 3

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Combination Registration No. C-2024/12/1215

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The routes of the highway projects operated by the ACL and ABL’s other road assets do not overlap with each other.

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ABL is engaged in provision of the EPC services in the roads and highways sector. ACL, through subsidiaries – SPV entities, is active in the business of Operation and Maintenance ( O&M ) for various road assets. Therefore, ABL’s EPC services for roads and highways in India exhibits a vertical interface with ACL and JN’s O&M services for roads and highways in India. In this regard, the Commission observes that market share ABL for EPC services for roads and highways in India is [5-10]%.

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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.

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

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

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The Secretary is directed to communicate this order to Acquirers.

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1. Ashoka Buildcon Limited 2. Viva Highways Limited

Case brief

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1. Ashoka Buildcon Limited 2. Viva Highways Limited

Case brief

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