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COMPETITION COMMISSION OF INDIA
(Combination Registration No. C-2026/03/1393)
20th May 2026
Notice under Section 6 (2) of the Competition Act, 2002 jointly filed by BCP Asia II
Topco V Pte. Ltd, Asia II Topco XIV Pte. Ltd, 360 ONE Private Equity Fund, TVS
Shriram Growth Fund 4, Anchorage Capital Scheme III, Nexus Ventures VII Holdings,
LLC, Mr. Sharad Sanghi, and 1001502130 Ontario 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
- On 03rd March 2026, the Competition Commission of India (Commission) received
a notice (Notice), under Section 6(2) of the Competition Act, 2002 (Act), filed by
BCP Asia II Topco V Pte. Ltd. (Lead Investor 1) and Asia II Topco XIV Pte. Ltd
(Lead Investor 2) along with 360 ONE Private Equity Fund (360 Fund) (through
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its various schemes), acting through its investment manager 360 ONE Alternates
Asset Management Limited; TVS Shriram Growth Fund 4 (TSGF), through its
investment manager TVS Capital Funds Private Limited; Anchorage Capital Scheme
III (Anchorage Scheme III), through its investment manager, Four Dimensions
Advisors Private Limited; Nexus Ventures VII Holdings, LLC (Nexus); Mr. Sharad
Sanghi, founder and CEO of Neysa Networks Private Limited, [360 Fund, TSGF,
Anchorage Scheme III, Nexus and Mr. Sharad Sanghi are collectively referred to as
‘Other Investors’] and 1001502130 Ontario Limited (Co-Investor) [ Lead Investor
1 & 2, Other Investors and Co-Investor are collectively referred to as the ‘Acquirers/
Investors’].
- The Proposed Combination comprises acquisition(s) of shares in Neysa Networks
Private Limited (Neysa/Target) by Acquirers. [Hereinafter, the Target and the
Acquirers are collectively referred to as the ‘Parties’.] It is submitted that the
Proposed Combination entails the following steps:
I. Lead Investors Transaction
Lead Investors 1 & 2 propose to acquire a majority stake of over 50% in Neysa,
on a fully diluted basis, pursuant to subscription of certain compulsorily
convertible preference shares (CCPS), spread across four tranches.
II. Other Investors Transaction
The Other Investors propose to acquire shareholding in Neysa, as set out below:
a) 360 Fund (through its various schemes) proposes to acquire less than 5 %
shareholding, including through CCPS, in Neysa. (360 Transaction).
b) TSGF proposes to acquire less than 5 % of the equity share capital in Neysa,
on a fully diluted basis.
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c) Proposed acquisition of incremental shares by Nexus which will result in Nexus
holding below 10% in Neysa from existing shareholding of greater than 10 %,
on a fully diluted basis (Nexus Transaction).
d) Anchorage Group (through Anchorage Scheme III) proposes to acquire less
than 5 % shareholding in Neysa, on a fully diluted basis, pursuant to
subscription of CCPS.
e) Mr. Sharad Sanghi’s acquisition of incremental shares of Neysa which will
result in Mr. Sharad Sanghi’s shareholding in Neysa to less than 10 % from the
existing shareholding of less than 26 %, on a fully diluted basis (Founder
Transaction).
III. Co-Investor Transaction
f) Co-Investor will subscribe to class A redeemable preference shares (RPS) in
Lead Investor 2. It is stated that consideration received by Lead Investor 2
pursuant to the RPS subscription will be utilized to acquire securities in Neysa
as part of the Lead Investors Transaction. Accordingly, the Co-Investor will
hold indirect shareholding in Neysa through Lead Investor 2 along with certain
rights.
The Lead Investors Transaction, Other Investors Transaction, and Co-Investor
Transaction also involve the right to nominate a director on the Target’s Board
whereas Nexus and Founder Transaction do not confer such right.
- In terms of Regulation 14 of the Competition Commission of India (Combinations)
Regulations, 2024 (Combination Regulations), vide letter dated 17th March 2026,
(RFI) certain information(s)/clarification(s) relevant for the purpose of assessment
of the Proposed Combination were sought from the Acquirers. The Acquirers
submitted the response dated 24th March 2026. Since the response was incomplete, a
letter dated 09th April 2026 was issued to the Acquirers seeking the requisite
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information. The Acquirers submitted their response on 17th April 2026.
Subsequently, another letter dated 24th April 2026 was issued pointing out certain
deficiencies in the earlier responses. The Acquirers submitted their response on 27th
April 2026. In addition, the Acquirers also submitted certain voluntary submissions.
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Lead Investors 1 & 2 are owned by funds advised and/ or managed by the affiliates
of Blackstone Inc., a global alternative asset manager and investment management
firm. Blackstone Inc. is headquartered in the United States and has offices in a
number of geographies, including Europe and Asia. It is submitted that Lead Investor
1 & 2 do not have any business operations in India or outside India as on the date of
filing the Notice. Blackstone Inc. is stated to be the ultimate controlling person (UCP)
of the Blackstone Group. The Lead Investors, Blackstone Inc., and the Blackstone
Affiliates meeting materiality thresholds are collectively referred as the ‘Blackstone
Group’.
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The 360 Fund is formed as an irrevocable, determinate, non-discretionary,
contributory trust set up under the Indian Trusts Act, 1882 and is registered in India
under the provisions of the Registration Act, 1908. The 360 Fund has been registered
with the Securities and Exchange Board of India (SEBI) as a Category II alternative
investment fund (AIF) under the SEBI (AIFs) Regulations, 2012 (AIF Regulations).
It is submitted that 360 Fund, investing through its various schemes, will act through
its investment manager i.e., 360 ONE Alternates Asset Management Limited (360
AAML). 360 AAML is a wholly owned subsidiary of 360 ONE WAM Limited (360
OWL). 360 OWL is stated to be the UCP of the 360 Fund.
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It is submitted that TSGF is a Category II AIF registered with SEBI. TVS Capital is
the investment manager and the sponsor and Axis Trustee Services Limited is the
trustee for TSGF. Mr. Gopal Srinivasan holds 99.77% in TVS Capital and is its UCP.
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Nexus is a part of the ‘Nexus Venture Partners’ group of investment funds. Nexus
and affiliated funds have a principal focus on investing in “early to early-growth
stage” companies in India and United States of America.
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Anchorage Scheme III is a scheme by Anchorage Capital Fund (Anchorage Fund),
a Category II AIF registered with the SEBI under the AIF Regulations. Anchorage
Fund has two other schemes - Anchorage Scheme I and Anchorage Scheme II. Four
Dimensions Advisors Private Limited (FDAPL) serves as the investment manager
for Anchorage Fund and its schemes, and Orbis Trusteeship Services Private Limited
(Orbis) is the trustee for Anchorage Scheme III. It is submitted that Orbis acts solely
in a fiduciary and administrative capacity as the trustee for Anchorage Scheme III,
while the investment manager (i.e., FDAPL) retains sole and absolute discretion over
all investment, divestment, and strategic commercial decisions of the fund.
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Mr. Sharad Sanghi is the co-founder, CEO and existing shareholder of Neysa.
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The Co-Investor is a subsidiary of Ontario Teachers’ Pension Plan Board (OTPPB),
concerned with the administration of pension benefits and investment of pension plan
assets of ~340,000 active and retired teachers in the Canadian province of Ontario.
It is submitted that OTPPB is the UCP of the Co-Investor and the OTPPB Group.
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Target i.e. Neysa, founded in 2023 in India, is engaged in the provision of cloud-
based artificial intelligence (AI) services in India, which include the provision of AI
enabled compute infrastructure, model training and deployment capabilities, and
related managed services.
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Neysa is stated to be engaged in the provision of cloud AI services. The cloud AI
services refer to AI services and applications that are hosted and delivered through
cloud computing infrastructure. It is submitted that cloud AI services constitute a
distinct market from general-purpose cloud services because they are specifically
designed for training and deploying AI and machine learning models. Further, it is
stated that general-purpose cloud services refer to cloud services (e.g., AWS EC2,
Azure VMs) that are designed for broad, versatile IT workloads like hosting
websites, databases, and enterprise applications. In contrast, cloud AI services are
cloud services, specifically optimized for the high-performance computing required
for training and deploying Machine Learning (ML) models, offering specialized
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hardware like graphical processing units (GPUs) and tensor processing units (TPUs).
As per the Notice, for a customer seeking to train a complex AI model (such as a
large language model or a computer vision algorithm), general-purpose cloud
infrastructure, which relies on standard CPUs, is not a viable alternative. The
computational task would be technically infeasible or would take a prohibitively long
time (e.g., weeks or months instead of hours), rendering it commercially unviable. It
is also submitted that cloud AI services deployed across a wide range of use cases
including IT automation, predictive analytics, cybersecurity, customer engagement,
healthcare, and traffic management.
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For the purposes of competition assessment, overlaps have been mapped between (i)
Blackstone Group (including affiliates) (ii) 360 ONE Group, (iii) TSGF and its group
and (iv) Anchorage Group, respectively on one hand and Neysa on the other,
excluding Nexus Transaction and Founder Transaction, stating that these
transactions are exempt under the extant rules.
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The Commission considered the activities of the Acquirers (including their affiliates)
and Neysa (including affiliates, if any) for competition assessment of the Proposed
Combination. With regards to the horizontal overlaps, it is submitted that the
products/services of Acquirers (including their affiliates) are mainly related to digital
infrastructure services while those of Neysa (including affiliates) are focused on
Cloud AI services. Further, as already stated, unlike general cloud infrastructure,
cloud AI services provide specialized hardware and software which are essential for
high-performance AI workloads. As a result, customers seeking to train complex AI
models cannot practically substitute cloud AI services with general-purpose cloud
services. Accordingly, based on the aforesaid, the Commission observes that there is
no horizontal overlap among the activities of the Parties.
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With regards to the vertical/complimentary linkages, it is submitted that one of the
Blackstone Group affiliates (i.e. Lumina Cloudinfra) is engaged, inter alia, in data
centre colocation services. A Data Centre is a physical location that stores computing
machines and their related hardware equipment. The data centre provides the
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requisite infrastructure, power, cooling, and connectivity, making their availability
and capacity critical to train and deploy AI models at scale. Therefore, as per the
information, ‘Data Centre Colocation Services’ and ‘Cloud AI Services’ exhibit
potential vertical relationship, with the former constituting a key input for the
provision of the latter. Accordingly, for the purposes of the competition assessment,
the upstream market may be delineated as the “market for provision of data centre
colocation services in India” (Upstream I) and downstream market may be
delineated as the “market for provision of cloud AI services in India” (Downstream
I). Considering the specificities of the Upstream I, the same may also be delineated
at the city level. Accordingly, Upstream I is also seen in the city of Mumbai.
(Upstream IA).
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The Commission also notes that other Blackstone Group affiliate i.e., DataDirect
Networks Inc. (DDN) is engaged in the design and supply of high performance
storage systems, including parallel file systems and storage solutions optimised for
AI training and High-Performance Computing workloads. Neysa on the other hand,
is engaged in the provision of cloud AI services in India, which complements
activities of DDN. In view of the above, there is a linkage between market for
provision of cloud AI services in India (Upstream II) and ‘the market for provision
of cloud storage solutions in India (Downstream II).
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Based on the information submitted, the Commission notes that certain affiliates of
the 360 ONE Group are engaged in development and provision of AI-based software
solutions that may require an AI infrastructure component such as model hosting,
inference compute, fine-tuning, safety/monitoring systems, and application
programming interface based model access. It is stated that Neysa’s cloud-based AI
services may function as an input for the certain affiliates of 360 ONE Group,
enabling them to host, train, or fine tune their domain-specific AI-powered models.
In view of the above, it is stated that there exists vertical linkage between the
activities of certain affiliates of the 360 ONE Group and Neysa. Regarding this,
upstream market may be delineated as ‘the market for provision of cloud AI services
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in India’ (Upstream III), and downstream market as the “market for provision of AI
solutions in India” (Downstream III).
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Similarly, certain portfolio entities of the OTPPB Group are active in markets that
may have a potential vertical linkage with the activities of Neysa, namely the data
centre colocation services market and the AI Solutions Market. In this regard, it is
submitted that an OTPPB Group entity (i.e., Princeton Digital Group Limited
(PDGL)) is engaged in the provision of data centre colocation services, and operates
data centre facilities across Asia Pacific. In India, it has one data centre in the city of
Mumbai. Accordingly, there exists a potential vertical linkage between activities
undertaken by PDGL and Neysa where the upstream market may be delineated as
‘the market for provision of data centre colocation services in India’ (Upstream IV)
and downstream may be delineated as ‘market for provision of cloud AI services in
India’ (Downstream IV). Considering the specificities of the Upstream IV, the same
may also be delineated at the city level. Accordingly, Upstream IV is also seen in the
city of Mumbai (Upstream IVA).
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Further, other OTPPB Group portfolio entities (i.e., Perfios Software Solutions
(Perfios), Beamery Inc (Beamery) and Quantexa Limited (Quantexa)) are active in
the AI Solutions market globally and potentially in India. AI Solutions market refers
to the provision of software platforms, applications and integrated system that
leverage AI technologies to solve specific business problems or enhance operational
efficiency. The cloud AI services provided by Neysa are used as an input by Perfios
and could potentially be used as an input by Beamery and Quantexa. Therefore, there
exists a vertical linkage between Perfios and Neysa, and there could be a potential
vertical linkage between Beamery, Quantexa and Neysa. Accordingly, it is submitted
that the upstream market for the purposes of competition assessment may be
considered as ‘market for provision of cloud AI services in India’ (Upstream V), and
downstream market for the purposes of this assessment may be considered as the
‘market for provision of AI solutions in India’ (Downstream V).
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It is submitted that entities of TSGF and Anchorage Group do not have any vertical/
complementary linkages with Neysa in India.
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The Commission decides 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 the aforementioned markets in India.
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Based on the submissions, the Commission further notes that the market shares of
Acquirers including their affiliates in all the upstream and downstream markets as
well as of Neysa are in the range of [0-5] % in their respective markets, except for
the market share of OTPPB Group (though its affiliates) which is in range of [15-20]
% in the Upstream IVA. Further, the aforesaid markets are characterised by presence
of several other players. The Commission also sought information regarding future
capacity additions by the affiliates of the Acquirers in data centre colocation services
market in India. In this regard, it has been submitted that Lumina Cloudinfra’s current
installed and operational capacity is limited to 30 MW (Navi Mumbai). The
Commission noted that the current data centre collocation services market for
Mumbai is estimated to be more than 800 MW and the same is likely to further
increase in near future. Considering the same, the presence of Lumina Cloudinfra is
likely to result in an insignificant increment in the presence of the Acquirers.
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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.
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This order shall stand revoked if, at any time, the information provided by the
Acquirers is found to be incorrect.
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The information provided by the Acquirers shall be treated as confidential in terms
of and subject to provisions of Section 57 of the Act.
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The Secretary is directed to communicate to the Acquirers accordingly.
