Allowed

1. Anahera Investment Pte. Ltd. 2. Irb InvIT Fund

CCI23 Sept 2025C-2025/08/1317

Case brief

AI extract

What is this about?

The Competition Commission of India disposed of an application for conscious combination approval involving a proposed acquisition of road asset SPVs by a Singapore-based investor in an Indian infrastructure investment trust. After assessing market shares and vertical linkages, the Commission found no likelihood of appreciable adverse effect on competition and approved the combination.

What did the court decide?

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

1. Anahera Investment Pte. Ltd. 2. Irb InvIT Fund — Company and Corporate | CCI (2025)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No.C-2025/08/1317

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23^rd September 2025

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Notice under Section 6(2) of the Competition Act, 2002 given by Anahera Investment Pte. Ltd., and IRB InvIT Fund .

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CORAM:

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Ms. Ravneet Kaur Chairperson

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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 18^th August 2025, the Competition Commission of India ( Commission ) received a notice ( Notice ), under sub-section (2) of Section 6 of the Competition Act, 2002 ( Act ), given by Anahera Investment Pte. Ltd. ( Anahera/ GIC Investor/Acquirer 1 ) and IRB InvIT Fund ( Public InvIT/Acquirer 2 ). The Notice was filed pursuant to inter alia execution of the following documents: (a) Binding term sheet dated 30^th May 2025 ( Binding Term Sheet ) entered into between IRB Infrastructure Private Limited ( IRB Infra ) (investment manager to Acquirer 2), IDBI Trusteeship Services Limited ( IDBI ) (on behalf of and in its capacity as the Trustee to Acquirer 2), MMK Toll Road Private

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Combination Registration No. C-2025/08/1317

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Limited ( MMK ) (in its capacity as the investment manager to IRB Infrastructure Trust ( Private InvIT ) and IDBI (on behalf of and in its capacity as the Trustee to the Private InvIT) and (b) Board resolution passed by Acquirer 1 dated 7^th August 2025 ( Board Resolution ).

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The Proposed Combination entails the following:

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a) Proposed asset acquisition : Pursuant to the Binding Term Sheet, Acquirer 2 will inter alia :

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i. acquire 100% of the equity shares of 3 road asset Special Purpose Vehicles ( SPVs ) as set out below, which are currently held by the Private InvIT and its nominee shareholders ( Sale Shares ), in one or more tranches:

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IRB Hapur Moradabad Tollway Limited ( Target SPV 1/IRBHM );

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Kaithal Tollway Limited ( Target SPV 2/KTL ); and

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Kishangarh Gulabpura Tollway Limited ( Target SPV 3/KGTL ) [ Proposed Asset Acquisition]

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[Target SPV 1, Target SPV 2 and Target SPV 3 are collectively referred to as ‘ Target SPVs ’. Acquirer 2 and the Target SPVs are collectively referred to as ‘ Targets ’. Acquirer 1 and the Targets are collectively referred to as ‘ Parties ’].

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b) Proposed GIC acquisition : Acquirer 1 proposes to acquire units of Acquirer 2 through participation in an institutional placement ( IP ) pursuant to the fundraising by Acquirer 2. The manner and timing of IP will be determined by Acquirer 2 and is subject to market and other considerations ( Proposed Public InvIT Fundraise ), in order to fund the acquisition of the Target SPVs, pursuant to the board resolution ( Proposed GIC Acquisition ). It is also submitted that pursuant to the GIC Acquisition, Acquirer 1 proposes to acquire (together with the existing unitholding in Acquirer 2) up to 20% unitholding (on a cumulative basis) in Acquirer 2, subject to the allotment in the Proposed Public InvIT Fundraise and applicable regulatory requirements.

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[The Proposed Asset Acquisition and Proposed GIC Acquisition are collectively referred to as the ‘ Proposed Combination ’].

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Combination Registration No. C-2025/08/1317

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combination Regulations ) certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirer vide letters dated 28^th August 2025. The response to the same was received on 4^th September 2025. Further, a voluntary submission was received on 16^th September 2025.

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Acquirer 1 was incorporated on 17^th November 2017 and is stated to be a Foreign Portfolio Investor ( FPI ) registered with Securities and Exchange Board of India ( SEBI ) under the SEBI (Foreign Portfolio Investors) Regulations, 2019. It is an investmentholding vehicle organized as a private limited company in Singapore that is part of a group of investment holding companies managed by GIC Special Investments Private Limited ( GICSI ). Acquirer 1 is wholly owned by GIC Infra Holdings Pte. Ltd. ( GIC Infra ), which is in turn, wholly owned by GIC (Ventures) Pte. Ltd. ( GIC Ventures ). Thus, GIC Ventures has been considered to be the ultimate parent entity of Acquirer 1.

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GICSI manages investments in private equity, venture capital and infrastructure, and was set up as the private equity and infrastructure investment arm of GIC Private Limited and is wholly owned by GIC Private Limited. Both GIC Ventures and GICSI are wholly owned by the Minister for Finance, a body corporate established under Section 2(1) of the Minister for Finance (Incorporation) Act, Chapter 183 of Singapore. GIC Group refers to a group of investment holding companies managed by GICSI.

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Acquirer 2 is a trust settled by IRB Infrastructure Developers Ltd. ( IRB/Sponsor ). IRB is a GIC Portfolio Entity (GIC Group through Bricklayers Investment Pte. Ltd. holds 16.94% as of 30^th July 2025), and is the sponsor and the current project manager of the Acquirer 2 and Private InvIT under the InvIT Regulations. The shares of IRB are listed on Bombay Stock Exchange and National Stock Exchange Limited. IRB holds 51% of the units of Private InvIT, which, in turn, holds 100% of the shares of the Target SPVs. Further, IRB holds 15.97% of the units of Acquirer 2 as well as 100% of the shares of its investment manager.

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Combination Registration No. C-2025/08/1317

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Acquirer 2 is stated to be India’s first publicly listed infrastructure investment trust under the InvIT Regulations. It does not have business operations outside India and its Trustee is IDBI. Acquirer 2 is set up to own, operate and maintain a portfolio of highway concessions, is managing a portfolio of 6 operational road assets, comprising 5 BuildOperate-Transfer ( BOT ) projects and 1 Hybrid Annuity Model ( HAM ) project, with an aggregate value (net assets) of Rs.7,827 crores in the states of Punjab, Karnataka, Rajasthan, Tamil Nadu, Maharashtra, and Gujarat offering a mix of fixed and variable revenue-generating assets.

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IRB Holding Private Limited ( IRB Holding ) holds 29.48% of the shares of IRB and is the single largest shareholder of IRB which in turn is 99.5% held by Mr. Virendra Dattatraya Mhaiskar (directly and through Virendra D Mhaiskar HUF) ( Mr. Mhaiskar ).

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GIC Asset Management Private Limited ( GIC EQ ), an affiliate of the GIC Group manages 7.08% units of Acquirer 2, of which 5.62% is on behalf of the Government of Singapore ( GOS ) and 1.46% is on behalf of the Monetary Authority of Singapore ( MAS ).

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Target SPV 1 is a SPV that is managing the BOT asset, Hapur – Moradabad Section of National Highway ( NH )-24 (New NH-9) project, in Uttar Pradesh. On 29^th May 2018, the National Highway Authority of India ( NHAI ) and Target SPV 1 entered into a concession agreement in respect of the Hapur-Moradabad NH-9 project. Target SPV 1 was engaged by NHAI to augment a 99.867 km section of NH-9 between Hapur and Moradabad in Uttar Pradesh by six laning on a Design, Build, Finance, Operate, and Transfer ( DBFOT ) basis for a period of 22 years for this project, which commenced on 28^th May 2019 and is expected to expire on 26^th May 2041.

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Target SPV 2 is an SPV that is managing the BOT asset, Kaithal to Rajasthan border section of NH 152/65, in Haryana. On 23^rd June 2014, the NHAI and Target SPV 2 entered into a concession agreement in respect of the Kaithal – Rajasthan Border NH152/65 project. Target SPV 2 was engaged by NHAI to augment a 166.259 km section of NH-152/65 between Kaithal and Rajasthan Border in Haryana by four-laning on a

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Combination Registration No. C-2025/08/1317

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DBFOT basis for a period of 27 years for this project, which commenced on 15^th July 2015 and is expected to expire on 14^th July 2042.

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Target SPV 3 operates a 90 km, 6-lane stretch in Rajasthan, connecting Kishangarh to Gulabpura, traversing through major settlement stretches such as Gulabpura, Bhilwara, Chittorgarh, Mangalwad, and Udaipur. On 22^nd February 2017, the NHAI and Target SPV 3 entered into a concession agreement in respect of the Kishangarh – Gulabpura NH-79/79A project. Target SPV 3 was engaged by NHAI to augment a 90 km section of NH-79/79A between Kishangarh and Gulabpura in Rajasthan by six-laning on a DBFOT basis for a period of 20 years for this project, which commenced on 21^st February 2018 and is expected to expire on 20^th February 2038.

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The Target SPVs do not have any subsidiaries or downstream affiliates in India and they do not have business operations outside India.

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Private InvIT is the seller of Target SPVs. Further, MMK is also a GIC Portfolio Entity (GIC Group has 25% shareholding in MMK) and is an investment manager to the Private InvIT.

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For the purpose of overlap assessment, the activities of Acquirer 1 (including GIC Portfolio Entities)¹ and the Targets have been considered. Further, overlaps have also been mapped considering the investment manager and Sponsor of Acquirer 2 and their affiliates.

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Based on the submission of the Parties, it is noted that there is no horizontal overlap between Acquirer 2 and each of the Target SPVs, given that Acquirer 2 and the Target SPVs are affiliates of IRB and will continue to be affiliates of IRB and none of these entities operate in the same relevant geographic market (based on the Origin &

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1 With a cut-off date of 30th July 2025, all portfolio entities of the GIC Group ( GIC Portfolio Entities ): (a) Which are either domiciled/ registered in India or registered outside India but have a presence in India by way of sales; and (b) Which meets the Materiality Threshold (as defined below), i.e ., where the GIC Group has: (i) direct or indirect shareholding of 10% or more; or (ii) a right or ability to exercise any right (including any advantage of commercial nature with the portfolio company or its affiliates) that is not available to an ordinary shareholder; or (iii) Right or ability to nominate a director or observer ( Materiality Threshold ) and (c) in which the GIC Group has equity holdings including convertible debt instruments, excluding: i. Purely debt holdings; and ii. Indirect investments as limited partners in funds which are managed and controlled by third party general partners, given the passive nature of these investments (collectively referred to as ‘ Overlaps Threshold ’).

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Combination Registration No. C-2025/08/1317

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Destination ( O&D ) method). Similarly, on an O&D basis, it is stated that there is no overlap between Acquirer 1 (including GIC Portfolio Entities (which meet the overlap threshold² with a cut-off date of 30^th July 2025) on one hand, and Acquirer 2 and each of the Target SPVs, on the other hand. However, the Parties have submitted that the market for road asset on an O&D basis may be considered as a distinct relevant market.

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Further, IRB currently provides Engineering, Procurement and Construction ( EPC ) and Operations & Maintenance ( O&M ) services to each of the SPVs held by the Acquirer 2 and Private InvIT, and wholly-owned subsidiaries of IRB. Further, given that GIC Group through its investment in IRB may potentially provide EPC and/or O&M services to third-party road assets, Acquirer 1 (including GIC Portfolio Entities) and the Targets exhibit a potential vertical relationship/linkage in the (i) market for O&M of highways in the road infrastructure sector in India ( Upstream O&M Market ); and/or (ii) market for provision of EPC services in the road infrastructure sector in India ( Upstream EPC Market ), and the market for road assets on O&D pair basis ( Downstream Relevant Market) [Upstream O&M Market and Upstream EPC Market is collectively referred to as ‘ Upstream Relevant Markets ’ and Upstream Relevant Markets and Downstream Relevant Market are collectively referred to as ‘ Vertical Relevant Markets ’].

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The Commission decided to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition ( AAEC ) in any of the plausible relevant market(s) in India.

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The Commission noted the presence of the Parties in terms of their combined market shares and the increment (in terms of volume) resulting from the Proposed Combination in the market for road asset on an O&D basis a nd observed that the same is insignificant to raise concerns of likelihood of AAEC.

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As regards the vertical linkages, the Commission observed that considering both the upstream and downstream presence of the Parties in totality, the vertical linkages resulting from the Proposed Combination are not likely to confer any ability/incentive

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2 Ibid.

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Combination Registration No. C-2025/08/1317

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to the resulting entity post the Proposed Combination to engage in foreclosure strategies in the plausible market(s) that could be impacted by the Proposed Combination.

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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 AAEC 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 the Acquirers are found to be incorrect.

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The information provided by the 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 to the Acquirers accordingly.

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1. Anahera Investment Pte. Ltd. 2. Irb InvIT Fund

Case brief

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1. Anahera Investment Pte. Ltd. 2. Irb InvIT Fund

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