Indus Infra Trust Acquisition of KNR SPVs

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/02/1389

7th April 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Indus Infra Trust (acting through its Investment Manager (GR Highways Investment Manager 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 24th February 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Indus Infra Trust (‘Acquirer Trust’/‘Indus’), acting through its investment manager i.e., GR Highways Investment Manager Private Limited (‘GRHIMPL’/‘Investment Manager’) [collectively, “Notifying Parties”] in relation to Indus’ proposed acquisition of 100% equity stake in 4 (four) Special Purpose Vehicles (SPVs) (i) KNR Palani Infra Private Limited (‘KPIPL’/‘SPV 1’), (ii) KNR Ramanattukara Infra Private Limited (‘KRIPL’/‘SPV 2’) (iii) KNR Guruvayur Infra Private Limited (‘KGIPL’/‘SPV 3’), and (iv) KNR Ramagiri Infra Private Limited (‘KRAIPL’/‘SPV 4’) [collectively referred to as ‘KNR SPVs’/‘Targets’] from KNR Constructions Limited (‘KNR’/‘Seller’) [hereinafter, Indus, GRHIMPL and KNR SPVs are collectively referred to as “Parties”].

2. The Notice was filed pursuant to four separate Share Purchase Agreements (SPAs), each dated 24th December 2025, executed amongst (i) Indus, (ii) GRHIMPL, (iii) KNR and; (iv) each of the KNR SPVs.

3. The Proposed Combination envisages acquisition of 100% equity shareholding of KNR SPVs by the Acquirer Trust (through its investment manager GRHIMPL) along with re-financing of 100% of the sub debt/ unsecured loans of the KNR SPVs by the Acquirer Trust to KNR through the KNR SPVs. The Commission noted that one of the steps in the Proposed Combination is in the nature of a debt transaction which is not a combination under the Act and therefore, has not considered the same as part of the Proposed Combination for the purpose of assessment.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 10th March 2026, certain information and clarifications were sought from the Parties. The Parties submitted their response on 17th March 2026 (Response).

5. The Acquirer Trust is an irrevocable trust settled under the Indian Trusts Act, 1882, and is registered as an infrastructure investment trust (InvIT) with the Securities and Exchange Board of India (SEBI) to carry out the activities prescribed under the SEBI (Infrastructure Investment Trusts) Regulations, 2014.

6. The Acquirer Trust owns SPVs incorporated in India, which are engaged in the business of operating roads and highways in India for which the SPVs have been granted government concessions. As of FY 2025, the Acquirer Trust owns and operates 10 (ten) road assets in India (collectively, “Acquirer Assets”).

7. GRHIMPL is the investment manager of the Acquirer Trust in terms of the InvIT Regulations and discharges all obligations of an investment manager under the InvIT Regulations.

8. The Targets have been incorporated as SPVs. The Targets have entered into concession agreements with the National Highway Authority of India (NHAI) for developing, building, operating and maintaining infrastructure projects under Hybrid Annuity Model (HAM).

9. For the purpose of competition assessment, the Commission considered the activities of the group to which the Acquirer Trust belongs, including its investment manager GRHIMPL, on one hand and KNR SPVs on the other hand.

10. Considering the nature and extent of aforesaid overlap and the competition assessment given in the subsequent paragraphs, the Commission observed that the Proposed Combination is not likely to cause a significant change in market dynamics in any of the plausible markets that could be delineated and accordingly, decided to keep the definition of relevant market open.

11. Based on the information contained in the Notice, it was noted that there are no overlaps between the origin and destination pairs between the road assets that are operated and managed by the Acquirer Assets on one hand and the KNR SPVs on the other. Notwithstanding, the Commission assessed the horizontal overlap in the broader segment of roads/highways assets in India.

12. Further, the Commission noted that a group entity of the Acquirer Trust is engaged in the business of manufacturing of road construction materials such as bitumen, thermoplastic road marking paint, road signage, metal crash barriers, and electric poles. This business activity may be considered as vertically related to the business of providing operation & management services by the KNR SPVs to their respective road assets. Further, a potential vertical linkage may arise on account of operation & management services for road assets.

13. In the instant case, based on the submissions of the Parties, the Commission observed that the overall presence of Parties in all segments assessed is minimal and these segments are highly fragmented. Accordingly, the Proposed Combination is not likely to cause any change in competition dynamics in any plausible relevant market, and the Parties are not likely to have any ability or incentive to foreclose competition in any market.

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 appreciable adverse effect on competition 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 Notifying Parties is found to be incorrect.

16. The information provided by the Notifying Parties 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 Notifying Parties accordingly.