Acquisition of Target SPVs by Cube Highways Trust

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/04/1408 20th May 2026 Notice under Section 6(2) of the Competition Act, 2002 given by 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 2nd April 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Cube Highways Trust (Cube Trust/Acquirer), acting through Cube Highways Fund Advisors Private Limited, the investment manager of the Cube Trust (Investment Manager).

2. The Notice was filed pursuant to the execution of the Binding Commitment Letter dated 17th March 2026 from Cube Trust to Cube Highways and Infrastructure V Pte. Ltd. (Cube V), Cube Highways and Infrastructure II Pte. Ltd. (Cube II), Baharampore-Farakka Highways Limited (BFHL), Devanahalli Tollway Private Limited (DTPL), Western MP Infrastructure and Toll Roads Private Limited (WMPTL), Chenani Nashri Tunnelway Limited (CNTL) and Axis Trustee Services Limited (acting in its capacity as the Trustee of Cube Trust) [Binding Commitment Letter]. Hereinafter, BFHL, DTPL, WMPTL and CNTL are respectively referred to as ‘Target SPV’ and collectively as ‘Target SPVs’, and Cube Trust and the Target SPVs are collectively referred to as the ‘Parties’.

3. The Proposed Combination as considered by the Commission comprises of acquisition by the Cube Trust of 100 percent of the equity share capital of: a. BFHL, DTPL and WMPTL from Cube V; and b. CNTL from Cube II.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 17th April 2026 (RFI), certain information and clarifications were sought from the Acquirer. The response to RFI was submitted by the Acquirer on 24th April 2026 followed by certain clarifications dated 4th May 2026.

5. 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). Being an InvIT, Cube Trust is managed by its Investment Manager, which is in turn a wholly owned subsidiary of Cube Highways Advisory Pte. Ltd. (CH Advisory). As per the submissions, significant direct/indirect unitholders of Cube Trust and direct/indirect shareholders of the Investment Manager include (i) ISQ Group; (ii) Abu Dhabi Investment Authority (ADIA) group; (iii) British Columbia Investment Management Corporation (BCI) group and (iv) Mubadala group.

6. The Target SPVs have been incorporated in India and are engaged in the business of operating (through governmental concessions) roads and highways in India. BFHL and DTPL are 100 percent held and WMPTPL is 95 percent held1 by Cube V (together with its nominee shareholder) and CNTL is 100 percent held by Cube II (together with its nominee shareholder). In turn, Cube V is held by ISQ, ADIA, BCI and Mubadala groups and Cube II is held by ISQ and ADIA groups.

7. BFHL operates 103.268 km stretch from km 191.416 to km 294.684 in the Baharampore – Farakka section of NH-34 in West Bengal; DTPL operates 22.12 km stretch from km 534.72 to km 556.84 in the Hyderabad-Bangalore section of NH-7 in Karnataka; WMPTL operates 125 km stretch from km 0 to km 125 of the Lebad Jaora section of SH-31 in Madhya Pradesh; and CNTL operates 41 km stretch from km 89 to km 130 in the Chenani Nashri section of NH-1A in Jammu & Kashmir.

8. Considering the pattern of unitholding/shareholding of the Cube Trust, the Investment Manager and that of the Target SPVs, it appears that the unitholders/shareholders are primarily common and the Proposed Combination may lead to a change in degree of control of the Target SPVs. However, the change in degree of control does not appear to be causing change in competition dynamics of the area of operations. Nonetheless, the Commission examined the Proposed Combination further in terms of market dynamics.

9. For the purpose of identifying the relevant entities for mapping of overlaps/linkages, the Commission considered the presence of Cube Trust (acting through the Investment Manager), the significant unitholders/shareholders viz., ISQ, ADIA, BCI and Mubadala groups and their affiliates on one hand and the Target SPVs on the other hand.

10. With regards to the horizontal overlaps, it has been submitted that there is no overlap in terms of origin and destination (O&D) pair. However, 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 the segments of “roads/highways assets” and “O&M of highways” in India and accordingly, decided to keep the definition of relevant market open.

12. The Commission in its decisional practice has observed that the key area for assessment in cases involving operation of roads and highways (through governmental concessions) is the bidding dynamics2. In this regard, the Acquirer clarified that the Target SPVs are special purpose vehicles incorporated solely for the purpose of owning and operating their respective road assets and accordingly, the Target SPVs cannot (and have not) engaged in submission of bids for road concession projects. Considering the clarification, the Proposed Combination is not likely to cause any change in bidding dynamics as well.

13. As regards the O&M services, the Acquirer submitted that none of the downstream road investments provide O&M services in the open market to third parties. It has also been stated that the downstream road assets are SPVs and are typically contractually not allowed by their respective regulatory authorities 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.

14. 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.

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

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

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

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1 As submitted, the remaining 5% equity stake is held by Express Way Developers Limited and the same will be acquired by the Cube Trust subject to the conditions mentioned in the Binding Commitment Letter.

2 Order under Section 31(1) of the Act dated 25th March 2025 in Comb. Regn. No. C-2025/02/1246 filed by Cube V and Cube Trust.