CPPIB India Private Holdings Inc.

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/01/1373 12th May 2026 Notice under Section 6(2) of the Competition Act, 2002 given by CPPIB India Private Holdings Inc.

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 23rd January 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by CPPIB India Private Holdings Inc. (CPPIB India/Acquirer). The Notice was filed pursuant to the execution of a Binding Term Sheet dated 15th January 2026 by and among, inter alia, the Acquirer and Ctrl S Datacenters Limited (Ctrl S/Target) and relates to proposed acquisition of up to 9 percent shareholding of the Target by the Acquirer along with certain rights viz., appointment of one director on the Target’s board and certain reserved matter rights etc. (Proposed Combination).

2. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 6th February 2026 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted its response to RFI on 27th February 2026 followed by certain clarifications dated 3rd March 2026 (Response). Subsequently, vide letter dated 13th March 2026, the Acquirer informed the Commission of a material change to the disclosures made earlier and sought time till 31st March 2026 for submission of relevant information. The request of the Acquirer was granted by the Commission and the Acquirer accordingly made additional submissions on 26th March 2026 (Additional Submissions). Considering the Additional Submissions, in terms of Regulation 14 of the Combination Regulations, vide letter dated 6th April 2026, certain information and clarifications were sought from the Acquirer and the response to the same was submitted by the Acquirer on 10th April 2026 followed by clarifications dated 28th April 2026.

3. The Acquirer, a Canadian corporation is an investment holding company. It is a wholly owned subsidiary of Canada Pension Plan Investment Board (CPPIB) and forms part of the CPPIB Group. CPPIB, a Canadian Federal Crown Corporation, is a professional investment management organization that manages the Canada Pension Plan Fund and in order to build a diversified portfolio of assets, CPPIB invests in public equities, private equities, real estate, infrastructure, and fixed income instruments.

4. The Target belongs to the group ultimately held by P Sridhar Reddy and is engaged in the provision of data center and colocation services and managed services like cloud optimization services, GPU private cloud, remote IT infrastructure services, backup services, etc., as part of its data center colocation operations.

5. For the purpose of competition assessment, the Commission considered the activities of CPPIB Group (including the CPPIB affiliates) and the Target (including its downstream affiliates) for identification of areas of assessment in terms of horizontal overlaps or vertical/complementary linkages.

6. Based on the information given by the Acquirer in the Notice and during the review of the Proposed Combination, the Commission observed that the Proposed Combination primarily involves horizontal overlaps between the activities of CPPIB Group and the Target in India in the area of data centre colocation services in India. The Acquirer identified an affiliate AirTrunk Operating Pty Ltd (AirTrunk), which has acquired 100 percent shareholding of Lumina CloudInfra SG Pte. Ltd whose subsidiary Lumina CloudInfra Private Limited (India) (Lumina) is engaged in the development and operation of data centre facilities in India. The horizontal overlap in the area of data centre colocation services arising therefrom considering the activities of Lumina and Ctrl S is assessed accordingly.

7. The Commission in its decisional practice has considered provision of data centre colocation services as relevant product frame of reference1. The Commission, in the STT GDC Approval Order, had observed that provision of data centre colocation services is a distinct service compared to on-site data centres or cloud data centres. The Commission notes that further segmentation of colocation data centres based on service scale/nature of consumer as wholesale, retail and hyperscale colocation data centres or based on type of data centre viz., colocation, edge etc. is also possible. However, the Proposed Combination has been assessed only in the market for provision of data centre colocation services. It is not likely to cause appreciable adverse effect on competition (AAEC) in the aforesaid relevant product market. Accordingly, the question of exact delineation of relevant market is left open. As regards the geographic frame of reference, the Commission considered it appropriate to assess the horizontal overlaps at city level consistent with its decisional practice and accordingly narrowed down the existing horizontal overlap to the city of Mumbai2.

8. The Commission observed that Lumina's current installed and operational capacity is limited to 30 MW (Navi Mumbai). The Commission noted that the current data centre colocation services market (i.e., FY 2025-26) for Mumbai is estimated to be more than 800 MW and the same is likely to further increase significantly by FY 2028-29. Considering the same, Lumina’s market share is estimated to be less than 5 percent both in terms of installed capacity for FY 2025-26 and projected capacity for FY 2028-29, which implies an insignificant change in market concentration resulting from the Proposed Combination. Thus, the Proposed Combination is not expected to cause a significant change in market dynamics.

9. As regards the vertical linkages, the Commission observed that with growth of data centre activity, it becomes important to examine the presence of the parties to a combination in the critical stages of value chain viz., land, power, connectivity services etc. The Commission observed that the affiliate(s) of the Acquirer are engaged in generation of renewable energy and real estate activities and development of office spaces and gains presence in the area of data centres. However, as clarified none of the affiliates of CPPIB provide real estate assets to market participants that provide data center colocation services. As regards power linkages, the Commission noted that ReNew Energy Global PLC (ReNew), an affiliate of CPPIB, is engaged in the business of renewable energy. However, as submitted, the Acquirer is not aware of any affiliate of its group that supplies power to data centres by way of power purchase agreements (PPAs) and/or otherwise. The Commission further noted the power sourcing arrangements of the Target’s data centres in India and observed that power is being sourced significantly from the distribution companies or utilities in addition to captive power. Considering the existing power sourcing arrangements and the nature of the Proposed Combination, the Proposed Combination is not considered as likely to cause the ability/incentive on the part of the parties to engage in foreclosure strategies.

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.

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1 Order dated 5th November 2024 under Section 31(1) of the Act (STT GDC Approval Order) in Combination Regn. No. C-2024/07/1168 (STT GDC Transaction). 2 The Commission noted the expansion plans of Lumina which involve increased capacity in Mumbai and entering the Chennai and Hyderabad markets. However, in this regard, as regards the expansion/increased capacities, the Acquirer clarified that the same are forward looking and it cannot be considered likely that Lumina’s increased capacity will be made available to the customers in the short-to-medium term i.e., in the next 3 financial years.