1. Cube Highways and Infrastructure V Pte. Ltd. 2. Cube Highways Trust — Combination C-2025/02/1246

Notice under Section 6(2) of the Competition Act, 2002 given by Cube Highways and Infrastructure V Pte. Ltd. and Cube Highways Trust

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 February 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Cube Highways and Infrastructure V Pte. Ltd. (Cube V) and Cube Highways Trust (Cube Trust) (collectively, Acquirers).

2. The Notice was filed pursuant to the execution of (i) Share Purchase Agreement (SPA 1), dated 7th February 2025, executed between Cube V, National Investment Infrastructure Fund (NIIF) [acting through its investment manager - National Investment and Infrastructure Fund Limited (NIIFL)], Athaang Devanahalli Tollway Private Limited (ADTPL) and Athaang Infrastructure Private Limited (AIPL); (ii) Share Purchase Agreement (SPA 2) dated 7th February 2025, executed between Cube Trust acting through its investment manager Cube Highways Fund Advisors Private Limited (CHFAPL), NIIF acting through its investment manager NIIFL, Athaang

Combination Registration Number: C-2025/02/1246

Jammu Udhampur Highway Private Limited (AJUHPL) and AIPL; and (iii) Share Purchase Agreement (SPA 3) dated 7th February 2025, executed between Cube Trust acting through its investment manager CHFAPL, NIIF acting through its investment manager NIIFL, Quazigund Expressway Private Limited (QEPL) and AIPL (Hereinafter SPA 1, SPA 2 and SPA 3 are collectively referred to as the ‘Transaction Documents’ and ADTPL, AJUHPL and QEPL are collectively referred to as the ‘Targets’).

3. The Proposed Combination comprises of:

a. acquisition of 100% shareholding in ADTPL by Cube V from NIIF (acting through its investment manager - NIIFL) as per the SPA 1 (Proposed Toll Asset Acquisition); and b. acquisition of 100% shareholding of (i) AJUHPL, and (ii) QEPL by Cube Trust (acting through its investment manager - CHFAPL) from NIIF (acting through its investment manager - NIIFL) respectively as per the SPA 2 and SPA 3 (Proposed Annuity Asset Acquisition).

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 4th March 2025, certain information and clarifications were sought from the Acquirers. The response to this letter was submitted by the Acquirers on 11th March 2025 followed by certain additional submissions dated 18th March 2025.

5. The Acquirers, i.e., Cube Trust and Cube V are part of the Cube Group. The Cube Trust is an infrastructure investment trust (InvIT) registered with the Securities and Exchange Board of India (SEBI) under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (as amended) (InvIT Regulations). Cube V is registered as a foreign portfolio investor with the SEBI with the aim of operating a portfolio of highway and transportation infrastructure assets in India.

6. ADTPL is a special purpose vehicle (SPV) wholly owned by NIIF and has been granted the Concession by National Highway Authority of India (NHAI) (under the Ministry of Road Transport & Highways of Government of India) for “Design, Engineering,

Combination Registration Number: C-2025/02/1246

Finance, Construction, Operation and Maintenance” of 6 lane - 22.12 km stretch from km 534.720 (near Hebbal) to km 556.840 (near Bengaluru International Airport) of Hyderabad Bengaluru section on NH-7 in the state of Karnataka, on Design, Build, Finance, Operate and Transfer (DBFOT) basis.

7. AJUHPL is an SPV wholly owned by NIIF, which has been awarded the DBFOT pattern for the “Rehabilitation, Strengthening and Four Laning” of Jammu Udhampur Section, from KM 15.00 (On Jammu Bypass) to KM 67.00 of NH - 1A, on annuity basis in the State of Jammu & Kashmir under the concession agreement with NHAI.

8. QEPL is an SPV wholly owned by NIIF and is engaged in the "Design, Engineering, Construction, Development, Finance, Operation and Maintenance” of Quazigund - Banihal Section from Km 189.350 to Km 204.700 including two tunnels (2 lane) of 0.69 Kms and 8.45 Kms of NH 1A in the State of Jammu & Kashmir through Public Private Partnership on DBFOT - Annuity basis awarded by NHAI.

9. For the purpose of identifying the relevant entities for mapping of overlaps/linkages, the Commission considered the information provided by the Acquirers as regards the significant unitholders of Cube Trust and significant shareholders of Cube V. As per the submissions, significant direct/indirect unitholders of Cube Trust and direct/indirect shareholders of Cube V include (i) ISQ Group; (ii) Abu Dhabi Investment Authority (ADIA) group; (iii) British Columbia Investment Management Corporation (BCI) group and (iv) Mubadala group.

10. Considering the activities of the Acquirers and their significant shareholders and their affiliates on one hand and that of the Targets on the other hand, the Commission observed that the primary area of assessment is the horizontal overlaps in the broader segments of “roads/highways assets” and “operation and maintenance (O&M) of highways” in India.

11. The Commission observed that, considering the nature and extent of aforesaid overlap and the competition assessment given in the subsequent paragraphs, the Proposed Combination is not likely to cause a significant change in market dynamics in any of Combination Registration Number: C-2025/02/1246 the plausible markets that could be delineated and accordingly, decided to keep the definition of relevant market open.

12. The Commission observed that the Acquirers typically acquire revenue generating assets by either: (a) bidding for Toll Operate Transfer (TOT) projects when NHAI or National Highways and Infrastructure Development Corporation Limited (NHIDCL) invite bids for the same; or (b) acquire controlling stake in operating assets from third parties where the primary construction work of the said road project is completed. The Commission further noted that the commercial terms such as toll that would be collected from users or other quality aspects of the maintenance and operation of the road project are decided by NHAI/NHIDCL and are set out in the concession agreement with NHAI/NHIDCL. Accordingly, the same remain unaffected after the acquisition of assets regardless of the way in which such assets have been acquired.

13. In this backdrop, the Commission observed that the key area for assessment is the bidding dynamics for acquisition of TOT projects. It is at this stage that competition between private players occurs to secure a concession agreement with NHAI. The private player that offers (while complying with the technical requirements of the bid), highest price under the TOT model, secures a concession agreement. However, considering that the Proposed Combination involves acquisition of the individual SPVs engaged in road/highway assets, the same is not likely to alter the bidding dynamics as for any plausible impact on bidding dynamics, the acquirer and target should both be engaged in primary bidding.

14. Notwithstanding the aforesaid specificities of the Proposed Combination and consequent lack of likelihood of any impact on competition dynamics, the Commission considered pan-India presence of the Acquirers and the Targets, considering total length of the road operated by parties vis-a-vis the total length of roads of national and state highways in India, and observed that their presence is insignificant, as reflected in their combined market share which are estimated to be in the range of [0-5] percent, to alter the competition dynamics of any plausible market that could have been delineated.

Combination Registration Number: C-2025/02/1246

15. As regards the O&M of highways, the Commission noted the submissions of the Acquirers that none of the downstream road investments of the Cube Group (including the Acquirers) provide O&M services in the open market to third parties and that the Targets also do not have the ability to provide O&M services to third parties. As submitted, the road assets under the Cube Group and the Targets are typically contractually not allowed to render O&M services in the open market to third parties. Considering the same, the Commission observed that the O&M segment dynamics would typically mirror the road assets/highways dynamics and the competition dynamics of O&M segment as such would not be impacted by the Proposed Combination.

16. 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.

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

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

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