Alpha Wave Ventures II, LP — Combination C-2026/04/1409

Notice under Section 6(2) of the Competition Act, 2002 given by Alpha Wave Ventures II, LP

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 2nd April 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by Alpha Wave Ventures II, LP (Alpha Wave/Acquirer). The Notice was filed pursuant to the execution of the Subscription Agreement between the Acquirer and Nxtra Data Limited (Nxtra/Target) and the Shareholders’ Agreement amongst CA Cloud Investments, CA Toma Investments, the Acquirer, Bharti Airtel Limited, Airtel Limited, and the Target, each dated 30th March 2026 [hereinafter, the Acquirer and the Target are collectively referred to as the ‘Parties’].

2. The Proposed Combination envisages a primary subscription of approximately 16.62% of the Target’s equity share capital by the Acquirer. It is submitted that other fund-raising transactions by the Target are not interconnected to the Proposed Combination and, accordingly, the same have not been considered by the Commission.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 17th April 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 29th April 2026 after seeking an extension of time. Since the response was not complete, another letter was issued on 7th May 2026, and the response dated 29th May 2026 was submitted by the Acquirer after seeking an extension of time. The Acquirer also made certain voluntary submissions vide communication dated 4th June 2026.

4. The Acquirer is a global private equity fund managed by Alpha Wave Ventures GP, a joint venture between Alpha Wave Global, LP (Alpha Wave Global) and Lunate Holding RSC Ltd. (Lunate Holding). Alpha Wave Global is indirectly solely controlled by Mr. Richard Gerson, Mr. Navroz Udwadia, and Mr. Ryan Khoury (AW Individuals).

5. Lunate Holding is a firm incorporated in Abu Dhabi Global Market as a restricted-scope company. Lunate Holding is a subsidiary of Chimera Investment LLC (Chimera Investment). Chimera Investment is wholly owned by 2PointZero Group PJSC (2Point), a publicly listed entity on the Abu Dhabi Stock Exchange. International Holding Company PJSC (IHC), which is a part of Abu Dhabi’s Royal Group (a family office of the Abu Dhabi royal family), holds approximately 60.57% of the shareholding in 2Point.

6. The Target belongs to the Bharti Group, comprising Bharti Enterprises (Holding) Private Limited (BEHPL) and all entities in the Bharti Group that are ultimately controlled by BEHPL. The Target is engaged in providing data center colocation services (DCCS) in India. It has data centers in the cities of Mumbai, Pune, Kolkata, Bhubaneswar, Bangalore, Chennai, Delhi-NCR (Noida and Manesar), Hyderabad, and Visakhapatnam. The ancillary services provided by Target are cross-connect, physical security, data cabling, and remote hand service to the customer.

7. It is submitted that one of the affiliates of the Acquirer, namely, ESR Group Limited (ESR), is engaged in the development of commercial real estate in India. All of ESR’s existing and active projects are limited to industrial and logistics parks. However, it is submitted that ESR has commenced the development of commercial real estate and supporting infrastructure in Mumbai, which is to be leased out to a third-party data center operator. The project is expected to be completed in 2027 and has been leased out to Sify Technologies to operate and run once constructed.

8. With regard to vertical overlaps, it is submitted that there is a potential linkage between the activities of the Acquirer (through ESR) in the upstream market for the development of commercial real estate for DCCS in India and the Target in the downstream market for the provision of DCCS in India. The Parties also exhibit overlap at the narrow level in the city of Mumbai.

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

10. Based on the submissions of the Acquirer, the Commission noted that the market share of Target in the downstream market is [5-10]% at the pan-India level and [0-5]% at the Mumbai city level, in terms of volume. The market share of ESR in the upstream market is nil, as it does not have any projects that cater to operational data centers in India. Further, even on the basis of operational and planned data center commercial real estate, its presence is not such as to cause competition concerns.

11. 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.

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

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

14. The Secretary is directed to communicate to the Acquirer accordingly.