CCI Approvals for JSW Restructuring and Concessoc 41 SAS Tollway Acquisition

The Competition Commission of India (CCI) has cleared two separate combinations in early October 2026, one involving domestic steel and the other involving highway assets. The first approval allows the internal restructuring of the JSW Group through the amalgamation of BMM Ispat Ltd into JSW Steel Ltd. The second approval allows France based Concessoc 41 SAS to acquire 100% shareholding in Vishavari Tollway Pvt Ltd and nine road Special Purpose Vehicles (SPVs) operating national highways in Andhra Pradesh, Odisha and Gujarat.

What Is the Competition Commission of India?

The Competition Commission of India (CCI) is the national competition regulator that prevents anti competitive practices, stops abuse of dominant market position and reviews mergers and acquisitions. The Central Government established the CCI with effect from 14 October 2003 under the Competition Act, 2002.

The CCI functions under the Ministry of Corporate Affairs and is headquartered at Kidwai Nagar (East), New Delhi. The CCI consists of a Chairperson and not less than two and not more than six other Members, all appointed by the Central Government. Appeals against CCI orders lie before the National Company Law Appellate Tribunal (NCLAT).

The law gives the CCI three core duties. It prohibits anti competitive agreements such as cartels, prohibits abuse of dominant position by large enterprises and regulates combinations, which means mergers, amalgamations and acquisitions of control, shares or assets. The CCI also advises the government on competition issues, creates public awareness and conducts competition advocacy.

What Is the Competition Act, 2002 and When Is CCI Approval Required?

The Competition Act, 2002 is the law that governs competition in India and replaced the earlier Monopolies and Restrictive Trade Practices Act, 1969. Parliament passed the Act in 2002 and the President gave assent in January 2003. It protects consumers, promotes fair competition and ensures freedom of trade.

The Act has three pillars. Section 3 bans agreements that cause an appreciable adverse effect on competition, such as price fixing and bid rigging by cartels. Section 4 bans abuse of dominant position, such as imposing unfair prices or limiting supply. Sections 5 and 6 require large mergers, amalgamations and acquisitions, called combinations, to seek prior CCI clearance if they cross notified financial limits.

The Competition (Amendment) Act, 2023, effective in phases from 2024, modernised this review. The CCI (Combinations) Regulations, 2024 now apply from 10 September 2024. A deal needs CCI notice if it crosses asset or turnover thresholds under Section 5, or if its deal value exceeds ₹2,000 crore and the target has substantial business operations in India. Small targets with assets up to ₹450 crore or turnover up to ₹1,250 crore in India enjoy a de minimis exemption, except for deals caught by the deal value test. The acquirer files notice under Section 6(2) before closing the deal, and the CCI can approve, approve with changes, or block a combination that harms competition.

JSW Internal Restructuring: What CCI Has Cleared

The CCI approved the internal restructuring proposal on 7 October 2026. The parties to this combination are JSW Steel Ltd, JSW Projects Ltd and BMM Ispat Ltd. The plan is to fully absorb BMM into JSW Steel through amalgamation under Sections 230 to 232 of the Companies Act, 2013.

At present, the JSW Group holds 58.47% equity in BMM through JSW Projects. Before the amalgamation, JSW Projects will buy an additional 4.15% stake from an existing third party shareholder. This step will consolidate the existing majority interest into full ownership. BMM is already linked to the JSW supply chain through intra group sales and purchases.

The commercial logic is capacity and cost. BMM operates an integrated steel plant of about 1 million tonnes per annum (MTPA) in Karnataka, close to JSW Steel’s Vijayanagar plant. The plant covers iron making to finished long product rolling within one site. BMM holds environmental clearance for 2 MTPA and has surplus expansion ready land. JSW Steel expects faster capacity growth at lower cost than a new greenfield plant, along with savings in logistics, production planning and raw material use.

The JSW Steel board approved the scheme on 14 May 2026 with an appointed date of 1 April 2026. Under the share swap, JSW Steel will issue 1 equity share of ₹1 each for every 18 equity shares of ₹10 each held in BMM. The scheme still needs shareholder, creditor, stock exchange and National Company Law Tribunal clearances in addition to CCI approval.

What Is JSW Group and JSW Steel Ltd?

The JSW Group is a Mumbai based industrial group led by Chairperson Sajjan Jindal (as of October 2026), with interests across steel, energy, infrastructure, cement, paints, realty, ventures, sports and defence. JSW stands for Jindal South West. The group reports revenue of about $23 billion and employs more than 37,000 people.

JSW Steel Ltd is the flagship listed company of the group, traded on the National Stock Exchange and BSE. Its roots go back to plants set up in the 1980s and 1990s, including Jindal Iron and Steel Company and Jindal Vijayanagar Steel, which merged in 2005 to form JSW Steel. The company has integrated operations from mining and raw material processing to steel making and downstream products. Its installed capacity is 35.7 MTPA across India and overseas, including 1.7 MTPA under commissioning at the Vijayanagar Metallics plant.

JSW Projects Ltd is an unlisted group company based at JSW Centre, Bandra Kurla Complex, Mumbai. It makes iron ore pellets, sponge iron or direct reduced iron (DRI) and power for captive use. Its output feeds only JSW Steel. BMM Ispat, located in Karnataka, makes semi finished and long steel products such as billets and thermo mechanically treated (TMT) bars, which strengthen JSW Steel’s long products portfolio after the merger.

Concessoc 41 SAS Acquisition of Vishavari Tollway and Nine Road SPVs

The CCI approved the second proposal on 6 October 2026. Under this combination, Concessoc 41 SAS will acquire 100% shareholding and sole control in Vishavari Tollway Private Limited (VTPL) and nine Target SPVs from MAIF 2 Investments India 2 Pte Ltd and MAIF 2 Investments India 3 Pte Ltd. These sellers are linked to the Macquarie Asia Infrastructure Fund 2, managed by Macquarie Asset Management.

The acquirer is a company registered in France and is ultimately controlled by VINCI S.A. through VINCI Highways and VINCI Concessions. VINCI S.A. works in concessions, energy and construction in more than 120 countries. For VINCI, the deal marks entry into India’s national highway concessions market and fits its long term strategy of investing in mobility infrastructure.

The nine Target SPVs operate specific stretches of national highways in Andhra Pradesh, Odisha and Gujarat. VTPL does not itself hold a toll concession. It provides operation and maintenance services and engineering, procurement and construction (EPC) services to the highway assets run by the Target SPVs.

The portfolio links to an agreement that VINCI Highways signed on 26 March 2026 to buy the Safeway Concessions portfolio of nine toll highways totalling nearly 700 km. The Andhra Pradesh sections lie on the NH-16 corridor, part of the Golden Quadrilateral linking Kolkata and Chennai. The Gujarat assets serve one of India’s most industrialised states. These concessions run on Toll Operate Transfer (TOT) contracts with the National Highways Authority of India (NHAI), with maturities between 2048 and 2058, and earn revenue from toll collections. VINCI has placed the enterprise value at about ₹15,000 crore at around 15 times EBITDA, with financial closing expected by the end of 2026.

Special Purpose Vehicles Framework and the Tollway Portfolio in India

A Special Purpose Vehicle (SPV) is a separate company created for a single project to keep its assets, debt and cash flows apart from the parent company. In infrastructure finance, each road stretch gets its own SPV, which signs the concession, collects tolls and repays lenders from that project’s income alone. This structure limits risk for investors and makes it easier for banks and funds to finance one highway without exposure to other businesses of the owner.

Toll roads in India largely follow models set by the National Highways Authority of India (NHAI), which was established in 1988 and works under the Ministry of Road Transport and Highways. Under the Toll Operate Transfer model, a private operator pays upfront to NHAI and then collects tolls for a long concession period using electronic collection through FASTag. The nine SPVs in this deal sit on key freight routes, so steady truck and passenger traffic supports toll income, while digital tolling and road safety upgrades offer scope for efficiency gains.

Why These Two Approvals Matter

The CCI clears an intra group restructuring faster when overlaps do not create fresh market power. The JSW case consolidates an existing 58.47% holding into full control within the same supply chain. The gains are internal, through unified procurement, better use of pellets and sponge iron from JSW Projects, shared logistics around Vijayanagar and a stronger long products basket of billets and TMT bars for construction and infrastructure demand in southern India.

The highway deal shows a different trend. A global concessions operator is buying operating toll assets from an infrastructure fund rather than bidding for a new road. This places long term foreign capital into brownfield NHAI assets with toll histories and contracts running to 2048-2058. For the seller, it is a clean exit from ten entities at once. For VINCI, it brings nearly 700 km on the Kolkata to Chennai and Gujarat corridors, plus a local base through ViaPlus in Hyderabad to push digital tolling, safety and operating efficiency.

Key Takeaways

• The CCI approved the amalgamation of BMM Ispat Ltd into JSW Steel Ltd on 7 October 2026 as an internal restructuring of the JSW Group.
• The JSW Group holds 58.47% equity in BMM through JSW Projects and will acquire an additional 4.15% before the merger to reach full ownership.
• The merger swap is 1 JSW Steel share for every 18 BMM shares, with an appointed date of 1 April 2026 after board approval on 14 May 2026.
• The CCI approved the acquisition of 100% shareholding in Vishavari Tollway Pvt Ltd and nine road SPVs by Concessoc 41 SAS on 6 October 2026.
• The acquirer is controlled by VINCI S.A. through VINCI Highways and VINCI Concessions, and the nine highways cover nearly 700 km in Andhra Pradesh, Odisha and Gujarat on TOT contracts with NHAI till 2048-2058.
• The Competition Commission of India was established on 14 October 2003 under the Competition Act, 2002 and is headquartered in New Delhi.