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COMPETITION COMMISSION OF INDIA
(Combination Registration No. C-2026/03/1393)
20th May 2026
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
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
- On 03rd 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
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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’].
- 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:
I. Lead Investors Transaction
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.
II. Other Investors Transaction
The Other Investors propose to acquire shareholding in Neysa, as set out below:
a) 360 Fund (through its various schemes) proposes to acquire less than 5 %
shareholding, including through CCPS, in Neysa. (360 Transaction).
b) TSGF proposes to acquire less than 5 % of the equity share capital in Neysa,
on a fully diluted basis.
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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).
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.
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).
III. Co-Investor Transaction
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.
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.
- In terms of Regulation 14 of the Competition Commission of India (Combinations)
Regulations, 2024 (Combination Regulations), vide letter dated 17th 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 24th March 2026. Since the response was incomplete, a
letter dated 09th April 2026 was issued to the Acquirers seeking the requisite
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information. The Acquirers submitted their response on 17th April 2026.
Subsequently, another letter dated 24th April 2026 was issued pointing out certain
deficiencies in the earlier responses. The Acquirers submitted their response on 27th
April 2026. In addition, the Acquirers also submitted certain voluntary submissions.
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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’.
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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.
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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.
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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.
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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.
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Mr. Sharad Sanghi is the co-founder, CEO and existing shareholder of Neysa.
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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.
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Target i.e. Neysa, founded in 2023 in India, is engaged in the provision of cloud-
based artificial intelligence (AI) services in India, which include the provision of AI
enabled compute infrastructure, model training and deployment capabilities, and
related managed services.
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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
