MAIF 4 Investments India 2 Pte. Ltd. · C-2026/03/1399

COMPETITION COMMISSION OF INDIA Combination Registration No.C-2026/03/1399

28th April 2026

Notice under Section 6(2) of the Competition Act, 2002 given by MAIF 4 Investments India 2 Pte. Ltd.

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 12th March 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 MAIF 4 Investments India 2 Pte. Ltd. (MAIF4 India 2/Acquirer). The Notice was filed pursuant to inter alia execution of the following agreements each dated 24th December 2025 – (a) Share Purchase Agreement executed amongst MAIF4 India 2, Maple Highways Pte Ltd. (Maple Sponsor) and Maple Infra InvIT Investment Manager Private Limited (Maple IM/Target 2) (IM SPA); and (b) Share Purchase Agreement executed amongst MAIF4 India 2, Maple Sponsor and Maple Highway Project Management Private Limited (Maple PM/Target 3) (PM SPA).

2. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 25th March 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirer. The response to the same was received vide communication dated 01st April 2026.

3. The Proposed Combination entails the acquisition by MAIF4 India 2 of the following: i. 42.5% of the equity share capital of Maple IM from Maple Sponsor (IM Transaction); ii. 40.0% of the equity share capital of Maple PM from Maple Sponsor (PM Transaction); and iii. Up to 37.5% of the units of Maple Infrastructure Trust (Maple Trust/Target

1. from CDPQ Asia III (Units Transaction).

[Hereinafter, Target 1, Target 2 and Target 3 are collectively referred to as the ‘Targets’ and the Acquirer and the Targets are collectively referred to as the ‘Parties’].

4. MAIF4 India 2 is a newly incorporated investment vehicle, wholly owned by Macquarie Asia-Pacific Infrastructure Fund 4 whose ultimate controlling person (UCP) is Macquarie Group Limited (MGL). MGL is a diversified financial services group providing clients with asset management, retail and business banking, wealth management, as well as advisory, and risk and capital solutions across debt, equity, financial markets and commodities. The Macquarie Group is present in the business of owning and operating road assets (through government concessions) in India through certain special purpose vehicles (SPVs).

5. Maple Trust is stated to be a private trust settled under the Indian Trusts Act, 1882 and is registered with Securities and Exchange Board of India (SEBI) as an infrastructure investment trust (InvIT) under the InvIT Regulations. Through its SPVs, Maple Trust is engaged in the business of owning and operating road assets (through government concessions) in India. CDPQ Infrastructures Asia III (CDPQ Asia III) and Maple Sponsor together hold 75% unitholding in Maple Trust.

6. Maple Sponsor, a company incorporated under the laws of Singapore, is the sole sponsor of Maple Trust (formerly known as Indian Highway Concessions Trust). Maple Sponsor and CDPQ Asia III belong to the La Caisse group, whose ultimate controlling entity is Caisse de dépôt et placement du Québec (La Caisse, formerly known as CDPQ).

7. Maple IM is a company incorporated under the laws of India and is the investment manager of Maple Trust. Maple Sponsor and CDPQ Infrastructures Asia Pte. Ltd., another La Caisse group entity hold 85% of its share capital.

8. Maple PM is the project manager of the Maple Trust. It is responsible for the operation and management of Maple Trust’s assets and for making arrangements for the maintenance of such assets. Maple Sponsor, CDPQ Infrastructures Asia Pte. Ltd. and Maple IM together hold 100% of the share capital of Maple PM.

9. The Commission has considered the activities of MGL (including its affiliates) and the Targets (including their downstream affiliates) for the purpose of overlap assessment. Based on the submissions, the Commission noted that the Parties are present in the market for owning and operating road assets (through government concessions) in India. Further, the Commission also noted that there are no overlaps between the origin and destination (O&D) pairs that are operated and managed by the Parties. Nonetheless, an analysis of the market for road assets on a national basis, i.e. the market segment of owning and operating road assets (through government concessions) in India has been undertaken. Further, there are no existing or potential vertical/complimentary linkages between the Parties to the Proposed Combination.

10. 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 India.

11. Based on the submissions, it is noted that overall market presence of the Parties in the aforementioned segment of owning and operating road assets (through government concessions) is not such to raise concern of AAEC in India.

12. 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.

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

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

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