PNC Infratech Limited

[Image omitted. See the official document.]

[Image omitted. See the official document.]

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/08/1316

16^th September 2025

Notice under Section 6(2) of the Competition Act, 2002 given by PNC Infratech 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 14^th August 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), given by PNC Infratech Limited (PNC/Acquirer) for its proposed acquisition of Jaiprakash Associates Limited (JAL/Target) (Proposed Combination) [hereinafter, the Acquirer and Target are collectively referred to as the ‘Parties’]. JAL is currently undergoing corporate insolvency resolution process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC). The Proposed Combination is being undertaken in furtherance of the resolution plan being submitted by the Acquirer in connection with the CIRP of the Target. The Notice was filed pursuant to the submission of a resolution plan dated 23^rd June 2025 (Resolution Plan).

2. In accordance with Regulation 14(2) of The Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 27^th August 2025 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response to RFI on 3^rd September 2025.

3. PNC is a publicly listed company in India which is primarily engaged in the execution of Engineering, Procurement, and Construction (EPC) projects in core infrastructure sectors including expressways, highways, bridges, flyovers, airport runways, water supply and other infrastructure activities.

4. JAL is incorporated in India and is a public company, listed on the BSE and the NSE¹. It is an infrastructure and industrial company engaged in diverse business activities including real estate, cement, hospitality, EPC contracting. In addition, certain group companies of JAL are also engaged in power, fertilizer, sports and aviation segments.

5. The activities of PNC horizontally overlap with the activities of JAL in the area of EPC at broader level. The Commission in its decisional practice has observed that EPC services are used for construction of projects across various sectors including real estate, industrial, roads, airport, power, ports, etc., and the projects that EPC companies handle tend to be complex and large-scale, with a strong need for industry expertise. Accordingly, the activity of provision of EPC services can be segmented by the type of industry viz., infrastructure, real estate, oil and gas, power and specialised EPC and that even the aforesaid segments of EPC can be sub-segmented depending upon the nature of project, complexity and need for industry expertise.

6. In the aforesaid backdrop of EPC sector dynamics, the Commission noted the submissions of PNC that while the EPC activity of JAL is predominantly focused on hydro power projects, including the construction of large dams, tunnels etc., in contrast, PNC is primarily engaged in EPC contracting for roads and highways, including expressways, national highways, and urban road networks. Further, based on information submitted, it is also observed that the presence of the Parties in broader EPC market and segments of EPC for roads and highways and EPC for power projects is insignificant to raise concerns of likelihood of appreciable adverse effect on competition (AAEC). Considering the same, the Proposed Combination is not likely to cause change in competition dynamics in the plausible relevant market(s) that could have been delineated for the purpose of assessment of aforesaid horizontal overlap and accordingly the question of exact delineation of relevant market(s) is left open.

7. The Commission further noted the submissions of PNC that its promoters, through their own promoter entity, have only a single hotel venture via Shekhar Resorts Limited (SRL) which is currently non-operational and has no interdependence with PNC’s business. The same can potentially overlap with the hospitality business of JAL as JAL is present in the hotel business and operates 5 hotels in different locations. The Commission observed that the aforesaid potential overlap is limited to the city of Agra in Uttar Pradesh as the narrowest frame of reference. In this regard, the Commission further considered the extent of presence of JAL and likely presence of SRL in the broader pan-India market and the Agra hospitality market. The presence as considered was in branded hotels and hospitality market and the same was not found to be significant enough to merit any competition concerns given the competitive landscape.

8. The activities of PNC also exhibit certain vertical/complementary linkages with the activities of JAL. The vertical/complementary linkages are identified in power, cement, and EPC sectors (Vertical/Complementary Linkages). The Vertical/Complementary Linkages include the linkages between the activities of manufacturing of cement and EPC, and activities of EPC for power and power generation.

9. As regards Vertical/Complementary Linkages, the Commission observed that considering both the upstream and downstream presence of the Parties in totality, the Vertical/Complementary Linkages resulting from the Proposed Combination are not likely to confer any ability/incentive to the resulting entity post the Proposed Combination to engage in foreclosure strategies in the plausible market(s) that could be impacted by the Proposed Combination.

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

12. The information provided by the Acquirer 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 Acquirer accordingly.

Footnotes

1. JAL’s trading on the BSE and NSE is currently suspended due to the ongoing CIRP ↩