Gentari Renewables India Pte. Ltd.

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Page 1 of 6 Public Version COMPETITION COMMISSION OF INDIA Combination Registration No. C-2024/11/1209 7th January 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Gentari Renewables India Pte. Ltd. CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Order under Section 31(1) of the Competition Act, 2002 1. On 18th November 2024, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by Gentari Renewables India Pte. Ltd. (Acquirer). The Notice has been given pursuant to execution of numbers of Securities Subscription and Purchase Agreement(s), and a Securities Purchase Agreement executed on 8th November 2024. 2. Acquirer, vide communications dated 28th November 2024 and 12th December 2024 issued under Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), was required to remove defects from Combination Registration No. C-2024/11/1209 Page 2 of 6 Public Version the Notice and furnish certain information relevant for the purpose of assessment of the proposed combination. Acquirer made its submissions vide response dated 5th December 2024 and 25th December 2024. 3. The Proposed Combination envisages the acquisitions in the following manner: Tranche 1 (a) Acquisition of 100% shareholding of Focal Photovoltaic India Private Limited (Focal PV), Focal Renewable Energy Two India Private Limited (Focal RE), Millenium Synergy (Gujrat) Private Limited (Millenium), SEI L'Volta Private Limited (SEI L'Volta), SEI Sitara Private Limited (SEI Sitara), SEI Solar Power Private Limited (SEI Solar Power), SEI Solar Energy Private Limited (SEI Solar Energy), SEI Suryalabh Private Limited (SEI Suryalabh), SEI Solar Power Gujarat Private Limited (SEI Solar GJ), ESP Urja Private Limited (ESP Urja), Azure Power (Gujrat) Private Limited (Azure Power), EN Renewable Energy Private Limited (EN RE), EN Wind Power Private Limited (EN Wind Power), Generacion Eolica India Private Limited (GEIL); and 70% shareholding of SEI Arjun Power Private Limited (SEI Arjun). The transaction also envisages subscription by the Acquirer to certain convertible instruments of SEI L'Volta, SEI Suryalabh, and SEI Sitara; (b) Direct and indirect acquisition of 100% shareholding of BIF III FVCI Holdings India I Pte. Ltd. (BIF FVCI), BIF IV Emerald Holdings Pte. Ltd. (BIF Emerald), Electryone Power Private Limited (Electryone), Axis Wind Farms (Anantapur) Private Limited (Axis Anantapur), Axis Wind Farms (Rayalaseema) Private Limited (Axis Rayalaseema). The transaction also envisages subscription by the Acquirer to certain shares of BIF FVCI, BIF Emerald, and Axis Anantapur; Combination Registration No. C-2024/11/1209 Page 3 of 6 Public Version (c) Acquisition of 100% shareholding of ABC Solar (India) Private Limited (ABC Solar) by way acquisition of certain already issued shares, and call option to further acquire already issued shares; and subscription to certain convertible instruments. __________________________________________________ _____________________________________. ABC Solar has stake in ABC Renewable Energy (RJ-01) Private Limited (ABC RJ 01). The Acquirer would directly and indirectly acquire _____ share capital of ABC RJ 01 by way of acquisition of shares and ______________________________________; Tranche 2 (d) Acquisition of 100% equity shares and subscription to certain convertible instruments of ABC Renewable Energy Private Limited (ABC RE) which holds ABC Renewable Energy (RJ-02) Private Limited (ABC RJ 02) and ABC Renewable Energy (RJ-03) Private Limited (ABC RJ 03). The Acquirer would directly and indirectly acquire 100% share capital of ABC RJ 02 and ___ share capital of ABC RJ 03 by way of acquisition of shares and ____________ _________________________. 4. It has also been submitted that ____________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ ___________________________. Combination Registration No. C-2024/11/1209 Page 4 of 6 Public Version 5. Acquirer is a subsidiary of Gentari International Renewables Pte. Ltd., a wholly owned subsidiary of Gentari Sdn. Bhd. (Gentari). Gentari is a wholly owned subsidiary of Petroliam Nasional Berhad (PETRONAS). The Acquirer belongs to the PETRONAS group. PETRONAS is a global energy company. The PETRONAS group’s portfolio includes oil and gas, petrochemicals, petroleum products, as well as a range of cleaner energy solutions. Gentari was established and launched as the clean energy solutions entity of PETRONAS to accelerate the adoption and commercialization of low carbon energy solutions. 6. The entities being acquired by the Acquirer are, directly or indirectly, principally engaged in the business of generation and sale of power through wind turbine and solar power plant (and includes under construction renewable power projects). Further, certain target entities own and operate certain transmission lines for transmission of power from the power projects of the target entities on a captive basis. 7. Certain affiliates of the Acquirer group and the target entities are engaged in the business of power generation through renewable sources in India. Thereby, activities of the Acquirer group and the target entities exhibit horizontal overlaps with regard to generation of power. Within power generation business, the activities of the Acquirer group and the target entities exhibit horizontal overlap with regard to generation of power through renewable sources. 8. Order bearing No. F. No. 09/13/2021-RCM dated 22nd July 2022, issued by the Ministry of Power, the Government of India, has prescribed renewable purchase obligation (RPO) and energy storage obligation, whereunder inter alia: - trajectory for total RPO; and - sub-trajectory for: Combination Registration No. C-2024/11/1209 Page 5 of 6 Public Version a. Wind RPO: Wind RPO shall be met only by energy produced from Wind Power Projects (WPPs) commissioned after 31st March 2022; b. Hydro Power Purchase Obligation (HPO): HPO shall be met only by energy produced from large hydro power projects (LHPs) including pumped storage projects (PSPs) commissioned after 8th March 2019; and c. Other RPO: Other RPO may be met by energy produced from any renewable project not mentioned in (a) and (b), above. have been prescribed. So far as the Wind RPO is concerned, the same can only be met by energy produced from WPPs commissioned after 31st March 2022. Therefore, in this context the energy produced from WPPs commissioned after 31st March 2022 cannot be substituted by energy produced from other WPPs (i.e., WPPs commissioned before 31st March 2022). Similar is the case for HPO and Other RPO. Therefore, it would be relevant to assess the horizonal overlaps considering the segmentation made by the RPOs. In the instant matter, within the renewable power generation segment, the activities of the Acquirer group and the target entities exhibit or would exhibit (considering under construction and under development projects) horizontal overlaps with regard to generation of power from wind projects commissioned after 31st March 2022, and other renewable power sources. The combined market shares of the Acquirer group and the target entities for overlapping segments and sub-segment are [0-5]%. 9. Further, certain affiliates of Acquirer Group envisage production of Green Ammonia in India. Therefore, renewable power generation activity of the target entities would exhibit a vertical interface with the said activity of the Acquirer group. In this regard, the Commission observes that the vertically overlapping activity of Acquirer Group has not commenced operations. Further, the target entities have limited market presence with regard to the upstream activity. Combination Registration No. C-2024/11/1209 Page 6 of 6 Public Version 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 appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act. 11. This order may be revoked if, at any time, the information provided by 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 this order to the Acquirer.