Approval of Combination Involving Cube Highways and Infrastructure V Pte. Ltd.

COMPETITION COMMISSION OF INDIA Combination Registration No.C-2026/01/1371

10th March 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Cube Highways and Infrastructure V Pte. Ltd.; Jaitpur Ballabhgarh Highways Private Limited; and Faridabad KMP Junction Highway Private 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 20th January 2026, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by – (a) Cube Highways and Infrastructure V Pte. Ltd. (Cube V); (b) Jaitpur Ballabhgarh Highways Private Limited (JBHPL); and (c) Faridabad KMP Junction Highway Private Limited (FKJHPL) [hereinafter, Cube V, JBHL and FKJHPL are collectively referred to as the “Acquirers”].

2. The Notice was filed pursuant to execution of the – (a) Agreement to Sell, dated 16th January 2026, executed amongst Dineshchandra Vaishnodevi Infra Private Limited (DVIPL), Cube V and Dineshchandra R. Agrawal Infracon Private Limited (DRAIPL) (ATS 1); (b) Agreement to Sell dated 16th January 2026, executed amongst Dineshchandra Giriraj Infra Private Limited (DGIPL), Cube V and DRAIPL (ATS 2); and (c) Binding offer dated 18th March 2025 amongst Dineshchandra Yamuna Infra Private Limited (DYIPL), DGIPL, Dineshchandra Trans-Eastern Highways Private Limited (DTEHPL), DRAIPL and Cube V for the purchase of the DYIPL Business and the DTEHPL Business (Binding Offer).

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letters dated 03rd February 2026 and 17th February 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirers. The responses to the same were furnished vide letters dated 10th February 2026 and 24th February 2026. Further, vide response dated 10th February 2026, JBHPL and FKJHPL have been made Acquirers to the Proposed Combination.

4. The Proposed Combination entails the purchase by Cube V (indirectly through its newly incorporated wholly owned SPVs) of the entire business undertaking (through a slump sale) of DYIPL, DVIPL, DGIPL and DTEHPL. Cube V proposes to acquire these road assets through the following steps:

a) sale and transfer of the entire undertaking through which the Business1 of DYIPL is conducted to Noida Pushta Highways Private Limited (NPHPL)2, a wholly owned subsidiary of Cube V for a consideration of INR 970 crore;

b) sale and transfer of the entire undertaking through which the Business3 of DVIPL is conducted to JBHPL, a wholly owned subsidiary of Cube V for a consideration of INR 813.30 crore;

c) sale and transfer of the entire undertaking through which the Business4 of DGIPL is conducted to FKJHPL, a wholly owned subsidiary of Cube V for a consideration of INR 379 crore; and

d) sale and transfer of the entire undertaking through which the Business5 of DTEHPL is conducted to Cube V for a consideration of INR 934.40 crore (together the business undertaking of DYIPL, DVIPL, DGIPL and DTEHPL comprise the “Target Businesses” and Cube V and Target Businesses are collectively referred to as the “Parties”).

1 Business means the business of construction of six lane access-controlled highway from DND Maharani Bagh to junction with Jaitpur – Pushta road section of NH-148NA (Design Ch. 0+000 to 9+000) in the National Capital Territory of Delhi on hybrid annuity mode under Bharatmala Pariyojana. 2 It is submitted that NPHPL (i.e., the entity that is contemplated to hold the DYIPL Business) was incorporated on 22nd January 2026 as a private limited company under the provisions of the Companies Act, 2013. It is a wholly owned subsidiary of Cube V and has no business operations of its own. 3 As per ATS 1, Business means the business of construction of six lane access-controlled Highway from Junction with Jaipur-Pushta Road to Junction with Sector 62/65 on Faridabad – Ballabhgarh Bypass Section of NH – 148A (Design Ch. 9+000 to 33+000) from Design Ch. 13 + 200 to Junction of Faridabad – Ballabhgarh Bypass with NH-19 near Badarpur Border, in state of Haryana on hybrid annuity model. 4 As per ATS 2, Business means the business of construction of six lane access-controlled Highway from Junction with Section 62/65 dividing road on Faridabad – Ballabhgarh Bypass to junction near KMP Expressway with NH -148N (Delhi – Vadodara Expressway) Section of NH – 148 A (design Ch. 33+000 to 59 + 063) in state of Haryana on hybrid annuity model basis. 5 Business means the business of construction of the balance of the four-lane road from Km 140+700 to Km 190+587 (Design chainage Km 0.000 to Km 49.230) on Narimbanglo - Jatinga junction- Harangajao section of NH - 54 (New NH - 27EW) in the state of Assam under Bharatmala Pariyojana on hybrid annuity mode.

5. Cube V is stated to be registered as a foreign portfolio investor with the Securities and Exchange Board of India (SEBI). It is a private company that does not have any investment manager/trustee/unitholders. It acquires, operates and manages road assets in India. The road assets/SPVs of Cube V are engaged inter-alia in the operation, maintenance, engineering, financing, procurement, construction, widening, laning, and completion of various road and highway projects in India. It belongs to the Cube Group. Cube Group is stated to represent the entities that are operated under the “Cube Highways” brand name and it also includes Cube Highways Trust (Cube Trust) which is an infrastructure investment trust (InvIT) registered with the SEBI under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 (as amended) (InvIT Regulations). It is also submitted that the ‘controlling shareholders’ for each of Cube Trust and Cube V are: (i) ISQ group; (ii) ADIA group; (iii) BCI group and (iv) Mubadala group.

6. The Cube Trust is an InvIT, whose objective is to, inter-alia, make investments in eligible infrastructure projects. The road assets/SPVs of Cube Trust are engaged, inter- alia, in the operation and maintenance (O&M) of various road and highway projects in India. The business model of the Cube Group is such that it acquires operational and constructed road assets in India and contractually engages third parties to provide O&M to these acquired road assets. It is managed by its investment manager i.e., Cube Highways Fund Advisors Private Limited (Investment Manager/CHFA). The Investment Manager is in turn a wholly owned subsidiary of Cube Highways Advisory Pte. Ltd. (CH Advisory). CHFA’s responsibilities primarily include managing the assets and investments of Cube Trust and looking after the day-to-day affairs, administration and management of Cube Trust.

7. Cube Highways and Infrastructure II Pte Ltd (Cube II) does not perform any specific functions in India as such and it does not have any physical presence in India. Its SPV, i.e., CNTL operates the Chenani Nashri tunnel between Jammu and Srinagar.

8. NPHPL, JBHPL and FKJHPL are stated to be the acquiring entities of the DYIPL Business, the DVIPL Business and the DGIPL Business respectively. These are SPVs set up by Cube V, for the purpose of the Proposed Combination and do not undertake any other business activities and are further wholly owned and controlled by Cube V.

9. It is submitted that the Target Businesses are currently housed under DYIPL, DVIPL, DGIPL and DTEHPL. DYIPL, DVIPL, DGIPL and DTEHPL are companies incorporated in India, which are currently owned and controlled by DRAIPL. Currently the Target Businesses belong to the DRAIPL group. It is also submitted that DYIPL, DVIPL, DGIPL, and DTEHPL do not have any downstream affiliates. DYIPL, DVIPL, DGIPL, and DTEHPL were incorporated to construct, operate and maintain respectively, the following road assets:

a) DYIPL is stated to be incorporated as a SPV for construction of six lane access- controlled highway from DND Maharani Bagh to junction with Jaitpur-Pushta road section in the National Capital Territory of Delhi on hybrid annuity mode.

b) DVIPL is stated to be incorporated as a SPV to construct a six-lane access- controlled highway from junction with Jaitpur-Pushta Road to junction with Sector-62/65 dividing road on Faridabad-Ballabhgarh bypass section of NH- 148NA near Badarpur Border in Haryana on hybrid annuity mode.

c) DGIPL is stated to be incorporated as a SPV for construction of six lane access- controlled highway from junction with Sector-62/65 dividing road on Faridabad

• Ballabhgarh bypass to junction near KMP Expressway in Haryana on hybrid annuity mode.

d) DTEHPL is stated to be incorporated as a SPV for balance work of construction of four lane road on Narimbanglo-Jatinga junction-Harangajao section in Assam.

10. For the purpose of overlap assessment, the Parties have considered the activities of Cube Group and the Target Businesses. Based on the information, the Commission noted that Cube Group and the Target Businesses do not operate or maintain any road assets that have a common O&D pair. However, Parties operate in the broad segment for roads/highways assets in India. Further, based on the submissions, the Commission noted that neither the Cube Group nor the Target Businesses engage in the provision of services in India that may be considered vertical or complementary to the business activities of the Cube Group or the Target Businesses.

11. The Commission decided 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 any of the plausible relevant markets in India.

12. Based on the submissions of the Acquirers, it is noted that the combined market share of the Parties in the broad segment for roads/highways assets in India is insignificant. Further, the market is characterised by presence of several credible players. Thus, considering the presence of the Parties and the overall competition landscape, the Proposed Combination is not likely to raise concerns of AAEC.

13. 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.

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

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

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