Nitro Asia Holdings II Pte. Ltd. Combination Approval

COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2025/12/1356) 27th January 2026 Notice under Section 6A of the Competition Act, 2002 filed by Nitro Asia Holdings II Pte. Ltd.

CORAM: Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Mr Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 17th November 2025, the Competition Commission of India (Commission) received a notice (Notice), under Section 6A read with Section 6(2) of the Competition Act, 2002 (Act), filed by Nitro Asia Holdings II Pte. Ltd. (Nitro/Acquirer). The Notice was filed pursuant to purchase of the unitholding of National Highways Infra Trust’s (NHIT/Target) by Nitro on the National Stock Exchange and Bombay Stock Exchange.

2. The Proposed Combination comprising an on-market transaction involving acquisition of 23,24,50,000 units of NHIT, representing 12% of its total outstanding unitholding (Proposed Combination). Subject to Nitro’s holding 10% or more units in NHIT, it will be entitled to appoint a nominee director on the board of NHIT's Investment Manager (National Highways Infra Investment Managers Private Limited (NHIIMPL)) and intends to exercise this right (Director Right). [Hereinafter, Nitro and NHIT are collectively referred to as the ‘Parties’].

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 31st December 2025 (RFI) 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 on 08th January 2026 (Response).

4. Acquirer is a Special Purpose Vehicle (SPV) incorporated for the purpose of the Proposed Combination. Its principal business activities include holding ownership of equity and non-equity assets, including shares, debentures, bonds, and other forms of security and other tangible and intangible assets. It does not have any business activities / physical presence in India. It is indirectly wholly owned by investment funds, vehicles and/or accounts advised and managed by KKR Co. & Inc. [together with its subsidiaries referred to as ‘KKR’].

5. It is submitted that the Target is registered and listed as an Infrastructure Investment Trust (InvIT) under the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 (InvIT Regulations). The sponsor of the Target is National Highways Authority of India (NHAI) and its investment manager is NHIIMPL. The objectives of the Target are inter alia to make investments, as an InvIT, as permissible in terms of the applicable law.

6. The Commission considered the activities/presence of the Acquirer and its affiliates and the Target (including its affiliates) for the purpose of competition assessment. The Commission noted that the Parties (including their affiliates) do not operate or maintain any road assets that have a common Origin & Destination (O&D) pair. However, based on the information provided in the Notice, horizontal overlaps are identified in the broad “market for roads / highways assets” (the Highways Market) and the “market for operation & maintenance (O&M) of highways in the road infrastructure sector in India.” (O&M Services Market).

7. The Commission noted from the Notice that no vertical linkages exist between the activities of Parties.

8. However, the Commission decided to leave the precise delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause an appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India because of the reasons mentioned in the subsequent paragraph.

9. Based on the submissions of the Parties, it is noted that the combined market shares of the Parties in the Highways Market is in the range of [0-5] %. The Commission noted that the Parties manages O&M activities of their respective assets captively and /or engage third- party service providers.

10. 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.

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

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

13. The Secretary is directed to communicate to the Parties accordingly.