1. India Resurgence Asset Management Business Private Limited - Fund Manager of India Resurgence Fund     2. Shree Digvijay Cement Company Limited

COMPETITION COMMISSION OF INDIA

Combination Registration No.C-2025/09/1332

18^th^ November 2025

Notice under Section 6(2) of the Competition Act, 2002 filed by India Resurgence Asset Management Business Private Limited; India Resurgence Fund – Scheme 1; India Resurgence Fund 2 – Scheme 2; India Resurgence Fund 2 – Scheme 4; and Shree Digvijay Cement Company 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

1. On 24^th^ September 2025, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Act filed by (a) India Resurgence Asset Management Business Private Limited (IRF Manager) (in its capacity as the fund manager of India Resurgence Fund - Scheme 1, India Resurgence Fund 2 - Scheme 2, and India Resurgence Fund 2 - Scheme 4); (b) India Resurgence Fund – Scheme 1 (IRF-Scheme 1); (c) India Resurgence Fund 2 –Scheme 2 (IRF-Scheme 2); (d) India Resurgence Fund 2 – Scheme 4 (IRF-Scheme 4); and (e) Shree Digvijay Cement Company Limited (Digvijay) [ IRF-Scheme 1; IRF-Scheme 2; and IRF-Scheme 4 are together referred to as ‘IRF-Schemes’ and IRF Manager, Digvijay, and IRF-Schemes are collectively referred to as “Acquirers”].

2. The notice is filed pursuant to the – (a) Share Purchase Agreement (SPA), (b) Brand Usage, Supply and Distributorship Agreement (BUSDA), and (c) Options Agreement, each dated 4^th^ September 2025.

3. The proposed combination envisages the following:

• a) Digvijay Transaction: The proposed acquisition of equity shares representing up to 75% of the Expanded Share Capital of Digvijay on a fully diluted basis by India Resurgence Fund (IndiaRF) through IRF-Schemes in pursuance of the SPA (which also includes Open Offer) as well as market purchase on the floor of the stock exchange after the conclusion of the transactions contemplated under the SPA and the Open Offer (Sundry on-market Purchase).
• b) BUSDA Transaction: It involves entry by Digvijay into an exclusive brand usage and distribution agreement in connection with the entire cement capacity of Hi-Bond Cement (India) Private Limited (Hi-Bond) in pursuance of BUSDA. In terms of BUSDA, various rights are granted to Digvijay in relation to Hi-Bond, pursuant to which Digvijay will obtain the ability to exercise material influence and de facto control over Hi-Bond’s business and operations. Accordingly, by virtue of BUSDA, Digvijay will acquire control over the business and management of Hi-Bond; and
• c) Hi-Bond Transaction: It involves grant of an option to Digvijay to acquire equity shares representing 100% shareholding of Hi-Bond on fully diluted basis in pursuance of the Options Agreement. In terms of the Options Agreement, Digvijay may acquire all the shares of Hi-Bond in pursuance of a call option to be exercised by Digvijay or a put option to be exercised by the shareholders of Hi-Bond. The call option or the put option, as the case may be, can be exercised within a period of eight years (or any additional period agreed between the shareholders of Hi-Bond and Digvijay) from the date of execution of the Options Agreement.

Digvijay Transaction, BUSDA Transaction, and Hi- Bond Transaction are collectively referred as “Proposed Combination” [IndiaRF, IRF-Schemes, Digvijay and Hi-Bond are individually referred as a “Party” and collectively as the “Parties”].

4. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, certain information(s)/ clarification(s) was sought from the Acquirers vide letters dated 08^th^ October 2025 and 27^th^ October 2025. A complete response to the same was received on 03^rd^ November 2025.

5. IndiaRF is a Category II Alternate Investment Fund (AIF) under the SEBI (AIFs) Regulations, 2012 (as amended) (AIF Regulations) acting through its investment manager – IRF Manager. IndiaRF will make the acquisition through the IRF-Schemes under it. IndiaRF is an India-focused investment platform, sponsored by Piramal Enterprises Limited (PEL) and Bain Capital Credit LP (BCC). Accordingly, IndiaRF forms a part of both the Bain Capital Credit Group and Piramal Group. The fund targets to invest in equity and/or debt across diverse sectors from industrial to infrastructure to consumer, to provide attractive, long-term, risk-adjusted returns to investors primarily by making control-led turnaround investments in Indian companies. Further, a portfolio entity of IndiaRF i.e., Synthimed Labs Private Limited (SLPL), is engaged in the manufacture and sale of APIs.

6. IRF Manager is a 50:50 joint venture between Bain Capital Mauritius (BC Mauritius) and PEL. It acts as the sponsor and investment manager of IndiaRF (including its Schemes) and is responsible for making all investment and divestment decisions on their behalf. It also exercises investment management control over the Schemes which are undertaking the Digvijay Transaction.

7. IRF-Schemes are a scheme of a trust under the Indian Trusts Act, 1882. IRF-Scheme 1 and IRF-Scheme-4 have been incorporated to carry out the activities of a Category II AIF and IRF-Scheme 2 to carry out the activities of a Category I AIF, in accordance with the AIF Regulations, to make investments in portfolio companies. The IRF-Schemes are managed by IRF Manager, which is both the sponsor and investment manager. Vistra ITCL (India) Limited acts as the trustee for IRF Scheme-1 and Vardhman Trusteeship Private Limited acts as the trustee for IRF-Scheme 2 and IRF-Scheme-4. It is submitted in the notice that both the trustees have vested all their powers and authority relating to the management and administration/operational control of the respective IRF-Schemes with the investment manager i.e., IRF Manager.

8. BC Mauritius forms part of the Bain Capital Credit Group. Bain Capital Credit Group is a leading global credit specialist. It invests across the credit spectrum and in credit-related strategies, including leveraged loans, high-yield bonds, structured products, distressed securities and assets, non-performing loans, hard assets, equities, etc. It is dedicated to sourcing, analysing, documenting, and executing attractive credit opportunities across North America, Europe, and Asia-Pacific. Bain Capital Credit Group operates in India through Bain Capital Advisors (India) Private Limited, IRF Manager and SLPL.

9. PEL forms a part of the Piramal Group. Dr. Swati Piramal and Mr. Ajay Piramal are ultimate parent entities of the Piramal Group. The Piramal Group is present in: (i) the financial services business through PEL[^1], a public listed company, (ii) the pharmaceutical business through Piramal Pharma Limited (Piramal Pharma), a public listed company, and (iii) real estate through Piramal Realty Private Limited [name changed to PRPL Enterprises Private Limited (PRL) in 2022], engaged in the development of residential and commercial properties, primarily in Mumbai and Navi Mumbai.

10. Digvijay is a publicly listed entity with 45.34% shares held by the public. The remaining shareholding of 54.66% is held by its promoter - True North Fund VI LLP (True North). Upon closing of the Digvijay Transaction, True North will cease to be a promoter of Digvijay and will be re-classified as a public shareholder. Digvijay manufactures various grades of cement at the coastal township of Digvijaygram (Sikka) in Jamnagar District of Gujarat. Its products are marketed under the brand ‘Kamal’. It has installed capacity of 3 Million Tonnes Per Annum (MTPA) grinding and 1.1 MTPA clinker with captive limestone mines, a captive jetty, and a railway siding.

11. Hi-Bond, based in Rajkot (Gujarat), is primarily engaged in manufacturing of cement under the brand ‘Hi- Bond’. The company operates an integrated plant with a grinding capacity of 2.2 MTPA and 0.66 MTPA clinker at Patidad, Gujarat. The company has also installed a captive renewable power plant at Dhandhalpur with a total capacity of 31.5 MW Solar and 9.2 MW Wind-Solar Hybrid. The power plants are used exclusively for captive consumption.

12. It is submitted in the notice that both Digvijay and Hi-Bond are engaged in the sale of grey cement. Therefore, there exists a horizontal overlap between them in the market for sale of grey cement. Further, the cement production plants of both are situated in Gujarat. Given the foregoing, it is submitted that the relevant market for the purposes of assessment of horizontal overlaps may be considered as: (i) Market for sale of grey cement in Gujarat, Maharashtra, and Rajasthan (at broader level) (Gujarat, Maharashtra and Rajasthan Market); or (ii) Market for sale of grey cement in Gujarat, Daman and Diu, and Rajasthan (at broad level) (Gujarat, Daman and Diu and Rajasthan Market); or (iii) Market for sale of grey cement in Gujarat and Rajasthan (at narrow level) (Gujarat and Rajasthan Market); or (iv) Market for sale of grey cement in Gujarat, and Daman and Diu (at narrow level) (Gujarat and Daman and Diu Market); or (v) Market for sale of grey cement in Gujarat (at narrowest level) (Gujarat Market) [Collectively, “Cement Markets”].

13. Regarding vertical relationships, it is submitted that PRL is engaged in development of real-estate projects in Mumbai and Navi Mumbai in Maharashtra and could potentially utilise the grey cement of Digvijay and Hi-Bond. Further, both Digvijay and Hi-Bond are engaged in the production of clinker, a minuscule quantity of which was sold by Hi-bond during FY 2025. Accordingly, the Parties exhibit potential vertical relationship, in the following relevant markets: : (i) vertical relationship 1 (potential) between ‘the market for sale of grey cement in Gujarat, Rajasthan and Maharashtra’ (Upstream Market 1) at the upstream level and ‘the market for real estate development in Mumbai and Thane’ (Downstream Market 1) at the downstream level, and (ii) vertical relationship 2 (potential) between ‘the market for sale and supply of clinker in India’ (Upstream Market 2) at the upstream level and Cement Markets (Downstream Market 2) at the downstream level.

14. The Commission decides to leave precise delineation of the relevant market open, as it is observed that the Proposed Combination is not likely to result in appreciable adverse effect on competition, irrespective of the manner in which the relevant market is delineated.

15. Based on the submissions of the Parties, it is noted that the combined market shares of the Acquirers and Target in each of the Cement Markets is in the range of [0-5] % only, except Gujarat Market and Gujarat, Daman and Diu Market at narrow level, where the combined market shares are in the range of [5-10] % but the incremental market share is negligible. Moreover, there are other players present in each of the said markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition concern.

16. Further, in relation to vertical relationships it is noted that the individual market shares of the Parties in each of the upstream markets is in the range of [0-5] % and in the range of [0-5] % or [5-10] % in the downstream markets. Moreover, there are other players posing competitive constraints on the Parties in each of these markets. Accordingly, it appears that the Proposed Combination is not likely to raise competition foreclosure concerns in any of the relevant markets identified above.

17. 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 sub-section (4) of Section 20 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. However, in relation to the Hi-Bond Transaction pursuant to the Options Agreement, the Commission approves the exercise of call or put option by shareholders of Digvijay or Hi-Bond, as the case may be, within a period of eight years only.

18. This order may stand revoked if, at any time, the information provided by the Acquirers is found to be incorrect.

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

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