1. Adani Enterprises Limited    2. Adani Infrastructure and Developers Private Limited

[Image omitted. See the official document.]

[Image omitted. See the official document.]

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/07/1302

26^th August 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Adani Enterprises Limited and Adani Infrastructure and Developers Private 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 22^nd July 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), given by Adani Enterprises Limited (AEL) and Adani Infrastructure and Developers Private Limited (AIDPL) [AEL and AIDPL are referred to as the ‘Acquirer(s)’] for the proposed acquisition of Jaiprakash Associates Limited (JAL/Target) (Proposed Combination) [hereinafter, the Acquirer(s) and the 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. For the purpose of Proposed Combination, AEL has submitted a resolution plan dated 24^th 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 4^th August 2025 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response to RFI dated 11^th August 2025 followed by certain voluntary submissions dated 20^th August 2025.

3. AEL is the flagship company of the Adani portfolio of companies (Adani Group). AEL along with its Adani group companies has presence across multiple businesses in India and abroad including ports, airports, roads and highways, cement, real estate, power, renewable energy, etc. AIDPL is the wholly owned subsidiary of Adani Properties Private Limited and is the holding company of the realty businesses of the Adani Group. It is engaged in the business of construction and development of real estate properties.

4. JAL is incorporated in India and is a public company, listed on the BSE and the NSE^1. It is an infrastructure and industrial company engaged in diverse business activities including real estate, cement, hospitality, engineering, procurement, and construction (EPC) contracting. In addition, certain group companies of JAL are also engaged in power, fertilizer, sports and aviation segments.

5. For the purpose of identification of overlaps/linkages, the Commission considered the affiliate entities of the Adani Group. The activities of Adani Group exhibit certain horizontal overlaps with the activities of JAL. Based on the information in the Notice, for the purpose of competition assessment of the Proposed Combination, horizontal overlaps are identified primarily in the areas of grey cement, power generation, EPC and chartered aviation^2.

6. As regards the horizontally overlapping segment of grey cement, the Commission noted the presence of Adani Group and JAL. Based on the information submitted, it is observed that Adani Group owns and operates grey cement production plants across 16 states in India with a total installed capacity of around 89 MTPA which is likely to increase to around 119 MTPA by FY 2027-2028. JAL’s cement production plants are located in the States of Madhya Pradesh, Karnataka, Uttar Pradesh and Chhattisgarh with total installed capacity of around 11 MTPA^3.

7. As regards identification of geographic areas which are likely to be affected by combinations in cement sector, the Commission in its decisional practice has been considering the catchment area analysis/Elzinga Hogarty Test (EH Test). In this regard, the Commission observed that the cement plants of JAL are currently non-operational and accordingly there are no discernible catchment areas which can be identified. Accordingly, the Commission assessed the Proposed Combination for changes in market structure(s) considering the location of plants. Accordingly, consistent with the decisional practice of the Commission, considering the overlaps in Madhya Pradesh and Uttar Pradesh, the relevant geographical market is considered to include an area comprising the States of Madhya Pradesh, Uttar Pradesh, Rajasthan, Haryana, Delhi (MP/UP Relevant Market); considering the overlaps in Chhattisgarh, the relevant geographical market may be defined to include an area comprising the States of Chhattisgarh, Jharkhand, West Bengal, Odisha, and Bihar (CG Relevant Market); and as regards the overlaps in Karnataka, the relevant geographical market may be defined to include an area comprising the States of Karnataka, Telangana, Maharashtra and Andhra Pradesh (KTK Relevant Market) [MP/UP Relevant Market, CG Relevant Market, and KTK Relevant Market are collectively referred to as Cement Relevant Markets].

8. The Commission observed that the Proposed Combination is not likely to have any significant impact on the market structures of Cement Relevant Markets as reflected in the combined presence of the Parties and/or increment resulting from the Proposed Combination. Based on the information on record, the Parties are estimated to have combined shares in the range of [10-15] percent in MP/UP Relevant Market and KTK Relevant Market, and [15-20] percent in the CG Relevant Market with increment being less than 5 percent in each case. Considering the same, the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the Cement Relevant Markets.

9. As regards the activity of power generation, for the purpose of competition assessment, the Commission considered the presence of the Parties in the broader market for power generation, narrower segment of thermal power generation and hydro-power generation. While the activities of the Parties demonstrate existing overlaps in thermal power generation, the overlaps in hydro power generation are potential. However, the existing extent of presence of the Parties in thermal power generation and the likely presence in hydro power generation as assessed is observed as insignificant to cause any change in competition dynamics in the plausible market(s) that could be considered.

10. As regards the activity of EPC, 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 that 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.

11. In the aforesaid backdrop of EPC sector dynamics, the Commission narrowed down the overlaps to two (2) segments viz., (i) EPC services for power projects, dams, tunnels and irrigation in India; and (ii) EPC services for highways, roads, bridges and flyovers in India. Based on information submitted, it is observed that the presence of the Parties in both the aforesaid segments is insignificant with combined share estimated to be less than 5 percent. Accordingly, the Proposed Combination is not likely to raise concerns of likelihood of AAEC. Considering the same, the Proposed Combination is not likely to cause any change in competition dynamics of 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) for EPC is left open.

12. As regards the segment of charter services, the Commission noted that the horizontal overlap is notional considering that Adani Group’s fleet is largely used for captive purposes by different entities of the Adani Group. Further, the combined presence in terms of fleet size is observed as insignificant to cause any AAEC.

13. The activities of Acquirer Group also exhibit certain vertical/complementary linkages with the activities of JAL. The vertical/complementary linkages are identified in power, EPC, cement, real estate, aviation and coal sectors (respectively referred to as the Power Sector Linkages, EPC Linkages, Cement Sector Linkages, Real Estate Linkages, Aviation Linkages and Coal Linkages and collectively as ‘Vertical/Complementary Linkages’). The Power Sector Linkages include the linkages between the activities of power generation, power transmission, power distribution and coal management services. The EPC Linkages include the linkages between the upstream activities relating to EPC services and downstream activity of power generation. The Cement Sector Linkages include the inter se linkages between the activities relating to fly ash, limestone, clinker, coal, cement and ready-mix concrete (RMC). The Real Estate Linkages include the linkages between the upstream activities relating to cement and downstream activities relating to real estate. The Aviation Linkages include the linkage between the activity of management and development of airport and provision of charter services. The Coal Linkages include linkage between Mining Developers cum Operator (MDO) Services and coal mining.

14. 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.

15. 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.

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

17. The information provided by the Acquirer(s) shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

18. The Secretary is directed to communicate to the Acquirer(s) accordingly.