Allowed

1. Bcp Asia II Topco v. Pte. Ltd. 2. Asia II Topco Xiv Pte. Ltd. 3. 360 One Private Equity Fund 4. Tvs Shriram Growth Fund 4, 5. Nexus Ventures VII Holdings, Llc 6. Anchorage Capital Scheme III 7. Mr. Sharad Sanghi, 1001502130 Ontario Limited

CCI20 May 2026C-2026/03/1393

Case brief

AI extract

What is this about?

The Competition Commission of India, on receipt of a notice under Section 6(2) regarding a series of proposed acquisitions of shares in Neysa Networks Private Limited by multiple investors and funds, examined horizontal and vertical overlaps. The Commission found no horizontal overlap and determined that market shares were negligible except for one affiliate in a specific city-level colocation mar

What did the court decide?

The Commission approved the Proposed Combination under Section 31(1) of the Act.

1. Bcp Asia II Topco v Pte. Ltd. 2. Asia II Topco Xiv Pte… — Company and Corporate | CCI (2026)

¶1

COMPETITION COMMISSION OF INDIA

¶2

(Combination Registration No. C-2026/03/1393)

¶3

20^th May 2026

¶4

Notice under Section 6 (2) of the Competition Act, 2002 jointly filed by BCP Asia II Topco V Pte. Ltd, Asia II Topco XIV Pte. Ltd, 360 ONE Private Equity Fund, TVS Shriram Growth Fund 4, Anchorage Capital Scheme III, Nexus Ventures VII Holdings, LLC, Mr. Sharad Sanghi, and 1001502130 Ontario Limited

¶5

CORAM:

¶6

Ms. Ravneet Kaur Chairperson

¶7

Mr. Anil Agrawal Member

¶8

Ms. Sweta Kakkad Member

¶9

Mr Deepak Anurag Member

¶10

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

¶11

On 03^rd March 2026, the Competition Commission of India ( Commission ) received a notice ( Notice ), under Section 6(2) of the Competition Act, 2002 ( Act ), filed by BCP Asia II Topco V Pte. Ltd. ( Lead Investor 1 ) and Asia II Topco XIV Pte. Ltd ( Lead Investor 2 ) along with 360 ONE Private Equity Fund ( 360 Fund ) (through

¶12

Page 1 of 10

¶13

Combination Registration No. C-2026/03/1393

¶14

its various schemes), acting through its investment manager 360 ONE Alternates Asset Management Limited; TVS Shriram Growth Fund 4 ( TSGF ), through its investment manager TVS Capital Funds Private Limited; Anchorage Capital Scheme III ( Anchorage Scheme III ), through its investment manager, Four Dimensions Advisors Private Limited; Nexus Ventures VII Holdings, LLC ( Nexus ); Mr. Sharad Sanghi, founder and CEO of Neysa Networks Private Limited, [360 Fund, TSGF, Anchorage Scheme III, Nexus and Mr. Sharad Sanghi are collectively referred to as ‘ Other Investors’] and 1001502130 Ontario Limited ( Co-Investor ) [ Lead Investor 1 & 2, Other Investors and Co-Investor are collectively referred to as the ‘Acquirers / Investors’ ].

¶15

The Proposed Combination comprises acquisition(s) of shares in Neysa Networks Private Limited ( Neysa / Target ) by Acquirers. [Hereinafter, the Target and the Acquirers are collectively referred to as the ‘ Parties ’.] It is submitted that the Proposed Combination entails the following steps:

¶16

I. Lead Investors Transaction

¶17

Lead Investors 1 & 2 propose to acquire a majority stake of over 50% in Neysa, on a fully diluted basis, pursuant to subscription of certain compulsorily convertible preference shares ( CCPS ), spread across four tranches.

¶18

II. Other Investors Transaction

¶19

The Other Investors propose to acquire shareholding in Neysa, as set out below:

¶20

a) 360 Fund (through its various schemes) proposes to acquire less than 5 % shareholding, including through CCPS, in Neysa. ( 360 Transaction ).

¶21

b) TSGF proposes to acquire less than 5 % of the equity share capital in Neysa, on a fully diluted basis.

¶22

Page 2 of 10

¶23

Combination Registration No. C-2026/03/1393

¶24

c) Proposed acquisition of incremental shares by Nexus which will result in Nexus holding below 10% in Neysa from existing shareholding of greater than 10 %, on a fully diluted basis ( Nexus Transaction ).

¶25

d) Anchorage Group (through Anchorage Scheme III) proposes to acquire less than 5 % shareholding in Neysa, on a fully diluted basis, pursuant to subscription of CCPS.

¶26

e) Mr. Sharad Sanghi’s acquisition of incremental shares of Neysa which will result in Mr. Sharad Sanghi’s shareholding in Neysa to less than 10 % from the existing shareholding of less than 26 %, on a fully diluted basis ( Founder Transaction ).

¶27

III. Co-Investor Transaction

¶28

f) Co-Investor will subscribe to class A redeemable preference shares ( RPS ) in Lead Investor 2. It is stated that consideration received by Lead Investor 2 pursuant to the RPS subscription will be utilized to acquire securities in Neysa as part of the Lead Investors Transaction. Accordingly, the Co-Investor will hold indirect shareholding in Neysa through Lead Investor 2 along with certain rights.

¶29

The Lead Investors Transaction, Other Investors Transaction, and Co-Investor Transaction also involve the right to nominate a director on the Target’s Board whereas Nexus and Founder Transaction do not confer such right.

¶30

In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combination Regulations ), vide letter dated 17^th March 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 24^th March 2026. Since the response was incomplete, a letter dated 09^th April 2026 was issued to the Acquirers seeking the requisite

¶31

Page 3 of 10

¶32

Combination Registration No. C-2026/03/1393

¶33

information. The Acquirers submitted their response on 17^th April 2026. Subsequently, another letter dated 24^th April 2026 was issued pointing out certain deficiencies in the earlier responses. The Acquirers submitted their response on 27^th April 2026. In addition, the Acquirers also submitted certain voluntary submissions.

¶34

Lead Investors 1 & 2 are owned by funds advised and/ or managed by the affiliates of Blackstone Inc., a global alternative asset manager and investment management firm. Blackstone Inc. is headquartered in the United States and has offices in a number of geographies, including Europe and Asia. It is submitted that Lead Investor 1 & 2 do not have any business operations in India or outside India as on the date of filing the Notice. Blackstone Inc. is stated to be the ultimate controlling person (UCP) of the Blackstone Group. The Lead Investors, Blackstone Inc., and the Blackstone Affiliates meeting materiality thresholds are collectively referred as the ‘ Blackstone Group’ .

¶35

The 360 Fund is formed as an irrevocable, determinate, non-discretionary, contributory trust set up under the Indian Trusts Act, 1882 and is registered in India under the provisions of the Registration Act, 1908. The 360 Fund has been registered with the Securities and Exchange Board of India ( SEBI) as a Category II alternative investment fund ( AIF ) under the SEBI (AIFs) Regulations, 2012 ( AIF Regulations ). It is submitted that 360 Fund, investing through its various schemes, will act through its investment manager i.e. , 360 ONE Alternates Asset Management Limited ( 360 AAML ). 360 AAML is a wholly owned subsidiary of 360 ONE WAM Limited ( 360 OWL ). 360 OWL is stated to be the UCP of the 360 Fund.

¶36

It is submitted that TSGF is a Category II AIF registered with SEBI. TVS Capital is the investment manager and the sponsor and Axis Trustee Services Limited is the trustee for TSGF. Mr. Gopal Srinivasan holds 99.77% in TVS Capital and is its UCP.

¶37

Nexus is a part of the ‘Nexus Venture Partners’ group of investment funds. Nexus and affiliated funds have a principal focus on investing in “early to early-growth stage” companies in India and United States of America.

¶38

Page 4 of 10

¶39

Combination Registration No. C-2026/03/1393

¶40

Anchorage Scheme III is a scheme by Anchorage Capital Fund ( Anchorage Fund ), a Category II AIF registered with the SEBI under the AIF Regulations. Anchorage Fund has two other schemes - Anchorage Scheme I and Anchorage Scheme II. Four Dimensions Advisors Private Limited ( FDAPL ) serves as the investment manager for Anchorage Fund and its schemes, and Orbis Trusteeship Services Private Limited ( Orbis ) is the trustee for Anchorage Scheme III. It is submitted that Orbis acts solely in a fiduciary and administrative capacity as the trustee for Anchorage Scheme III, while the investment manager ( i.e., FDAPL) retains sole and absolute discretion over all investment, divestment, and strategic commercial decisions of the fund.

¶41

Mr. Sharad Sanghi is the co-founder, CEO and existing shareholder of Neysa.

¶42

The Co-Investor is a subsidiary of Ontario Teachers’ Pension Plan Board ( OTPPB ), concerned with the administration of pension benefits and investment of pension plan assets of ~340,000 active and retired teachers in the Canadian province of Ontario. It is submitted that OTPPB is the UCP of the Co-Investor and the OTPPB Group.

¶43

Target i.e. Neysa, founded in 2023 in India, is engaged in the provision of cloudbased artificial intelligence ( AI ) services in India, which include the provision of AI enabled compute infrastructure, model training and deployment capabilities, and related managed services.

¶44

Neysa is stated to be engaged in the provision of cloud AI services. The cloud AI services refer to AI services and applications that are hosted and delivered through cloud computing infrastructure. It is submitted that cloud AI services constitute a distinct market from general-purpose cloud services because they are specifically designed for training and deploying AI and machine learning models. Further, it is stated that general-purpose cloud services refer to cloud services ( e.g., AWS EC2, Azure VMs) that are designed for broad, versatile IT workloads like hosting websites, databases, and enterprise applications. In contrast, cloud AI services are cloud services, specifically optimized for the high-performance computing required for training and deploying Machine Learning ( ML ) models, offering specialized

¶45

Page 5 of 10

¶46

Combination Registration No. C-2026/03/1393

¶47

hardware like graphical processing units ( GPUs ) and tensor processing units ( TPUs ). As per the Notice, for a customer seeking to train a complex AI model (such as a large language model or a computer vision algorithm), general-purpose cloud infrastructure, which relies on standard CPUs, is not a viable alternative. The computational task would be technically infeasible or would take a prohibitively long time ( e.g., weeks or months instead of hours), rendering it commercially unviable. It is also submitted that cloud AI services deployed across a wide range of use cases including IT automation, predictive analytics, cybersecurity, customer engagement, healthcare, and traffic management.

¶48

For the purposes of competition assessment, overlaps have been mapped between (i) Blackstone Group (including affiliates) (ii) 360 ONE Group, (iii) TSGF and its group and (iv) Anchorage Group, respectively on one hand and Neysa on the other, excluding Nexus Transaction and Founder Transaction, stating that these transactions are exempt under the extant rules.

¶49

The Commission considered the activities of the Acquirers (including their affiliates) and Neysa (including affiliates, if any) for competition assessment of the Proposed Combination. With regards to the horizontal overlaps, it is submitted that the products/services of Acquirers (including their affiliates) are mainly related to digital infrastructure services while those of Neysa (including affiliates) are focused on Cloud AI services. Further, as already stated, unlike general cloud infrastructure, cloud AI services provide specialized hardware and software which are essential for high-performance AI workloads. As a result, customers seeking to train complex AI models cannot practically substitute cloud AI services with general-purpose cloud services. Accordingly, based on the aforesaid, the Commission observes that there is no horizontal overlap among the activities of the Parties.

¶50

With regards to the vertical/complimentary linkages, it is submitted that one of the Blackstone Group affiliates ( i.e. Lumina Cloudinfra) is engaged, inter alia, in data centre colocation services. A Data Centre is a physical location that stores computing machines and their related hardware equipment. The data centre provides the

¶51

Page 6 of 10

¶52

Combination Registration No. C-2026/03/1393

¶53

requisite infrastructure, power, cooling, and connectivity, making their availability and capacity critical to train and deploy AI models at scale. Therefore, as per the information, ‘Data Centre Colocation Services’ and ‘Cloud AI Services’ exhibit potential vertical relationship, with the former constituting a key input for the provision of the latter. Accordingly, for the purposes of the competition assessment, the upstream market may be delineated as the “ market for provision of data centre colocation services in India ” ( Upstream I ) and downstream market may be delineated as the “ market for provision of cloud AI services in India ” ( Downstream I ). Considering the specificities of the Upstream I, the same may also be delineated at the city level. Accordingly, Upstream I is also seen in the city of Mumbai. ( Upstream IA ).

¶54

The Commission also notes that other Blackstone Group affiliate i.e., DataDirect Networks Inc. ( DDN ) is engaged in the design and supply of high performance storage systems, including parallel file systems and storage solutions optimised for AI training and High-Performance Computing workloads. Neysa on the other hand, is engaged in the provision of cloud AI services in India, which complements activities of DDN. In view of the above, there is a linkage between market for provision of cloud AI services in India ( Upstream II ) and ‘ the market for provision of cloud storage solutions in India ( Downstream II ).

¶55

Based on the information submitted, the Commission notes that certain affiliates of the 360 ONE Group are engaged in development and provision of AI-based software solutions that may require an AI infrastructure component such as model hosting, inference compute, fine-tuning, safety/monitoring systems, and application programming interface based model access. It is stated that Neysa’s cloud-based AI services may function as an input for the certain affiliates of 360 ONE Group, enabling them to host, train, or fine tune their domain-specific AI-powered models. In view of the above, it is stated that there exists vertical linkage between the activities of certain affiliates of the 360 ONE Group and Neysa. Regarding this, upstream market may be delineated as ‘ the market for provision of cloud AI services

¶56

Page 7 of 10

¶57

Combination Registration No. C-2026/03/1393

¶58

in India ’ ( Upstream III ), and downstream market as the “ market for provision of AI solutions in India ” ( Downstream III ).

¶59

Similarly, certain portfolio entities of the OTPPB Group are active in markets that may have a potential vertical linkage with the activities of Neysa, namely the data centre colocation services market and the AI Solutions Market. In this regard, it is submitted that an OTPPB Group entity ( i.e., Princeton Digital Group Limited ( PDGL )) is engaged in the provision of data centre colocation services, and operates data centre facilities across Asia Pacific. In India, it has one data centre in the city of Mumbai. Accordingly, there exists a potential vertical linkage between activities undertaken by PDGL and Neysa where the upstream market may be delineated as ‘ the market for provision of data centre colocation services in India’ ( Upstream IV ) and downstream may be delineated as ‘market for provision of cloud AI services in India’ ( Downstream IV ). Considering the specificities of the Upstream IV, the same may also be delineated at the city level. Accordingly, Upstream IV is also seen in the city of Mumbai ( Upstream IVA ).

¶60

Further, other OTPPB Group portfolio entities ( i.e., Perfios Software Solutions ( Perfios ), Beamery Inc ( Beamery ) and Quantexa Limited ( Quantexa )) are active in the AI Solutions market globally and potentially in India. AI Solutions market refers to the provision of software platforms, applications and integrated system that leverage AI technologies to solve specific business problems or enhance operational efficiency. The cloud AI services provided by Neysa are used as an input by Perfios and could potentially be used as an input by Beamery and Quantexa. Therefore, there exists a vertical linkage between Perfios and Neysa, and there could be a potential vertical linkage between Beamery, Quantexa and Neysa. Accordingly, it is submitted that the upstream market for the purposes of competition assessment may be considered as ‘ market for provision of cloud AI services in India’ (Upstream V ), and downstream market for the purposes of this assessment may be considered as the ‘ market for provision of AI solutions in India’ ( Downstream V) .

¶61

Page 8 of 10

¶62

Combination Registration No. C-2026/03/1393

¶63

It is submitted that entities of TSGF and Anchorage Group do not have any vertical/ complementary linkages with Neysa in India.

¶64

The Commission decides 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 the aforementioned markets in India.

¶65

Based on the submissions, the Commission further notes that the market shares of Acquirers including their affiliates in all the upstream and downstream markets as well as of Neysa are in the range of [0-5] % in their respective markets, except for the market share of OTPPB Group (though its affiliates) which is in range of [15-20] % in the Upstream IVA. Further, the aforesaid markets are characterised by presence of several other players. The Commission also sought information regarding future capacity additions by the affiliates of the Acquirers in data centre colocation services market in India. In this regard, it has been submitted that Lumina Cloudinfra’s current installed and operational capacity is limited to 30 MW (Navi Mumbai). The Commission noted that the current data centre collocation services market for Mumbai is estimated to be more than 800 MW and the same is likely to further increase in near future. Considering the same, the presence of Lumina Cloudinfra is likely to result in an insignificant increment in the presence of the Acquirers.

¶66

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.

¶67