1. AM Green Power B.V.  2. ORIX Corporation

Page 1 of 4 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/01/1236 11th March 2025 Notice under Section 6(2) of the Competition Act, 2002 given by AM Green Power B.V. and ORIX Corporation 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 23rd January 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by AM Green Power B.V. (AMG Power/Acquirer 1) and ORIX Corporation (ORIX/Acquirer 2), collectively referred to as Acquirers. The Notice was filed pursuant to execution of inter-alia (i) Share Purchase Agreement, dated 17th January 2025, between AMG Power and ORIX (SPA); and (ii) Instrument Constituting Compulsory Convertible Unsecured Notes & Optionally Redeemable Unsecured Notes, dated 17th January 2025, amongst ORIX, AM Green Holdings S.À.R.L and AMG Lux (AMG Convertible Bond Instrument). 2. The Proposed Combination is envisaged through AMG Power’s proposed acquisition of approximately 20% shareholding on a fully diluted basis in Greenko Energy Holdings (GEH/Target 1) from ORIX (AMG Power Investment), in consideration of which certain convertible notes will be issued to ORIX by AM Green (Luxembourg) S.À.R.L (AMG Lux/Target 2), the holding company of AMG Power, namely (i) compulsory convertible unsecured notes and (ii) optionally redeemable unsecured notes, in a manner as described inter alia in the AMG Convertible Bond Instrument Combination Registration Number: C-2025/01/1236 Page 2 of 4 (ORIX Investment). The AMG Power Investment and the ORIX Investment collectively referred to as the Proposed Combination. 3. In terms of Regulation 14 of Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 04th February 2025, certain information and clarifications were sought from the Acquirers. The response to this letter was submitted by the Acquirers on 14th February 2025, after seeking an extension of time. 4. The Acquirer 1, i.e. AMG Power, is held 100% by AM Green B.V. (AMG), which in turn is held by AMG Lux/Target 2. AMG Power, AMG and AMG Lux belong to the AM Green group/AMG Group (Acquirer Group 1). AMG Power is a newly incorporated entity and is currently not engaged in any business activities. Mr. Anil Chalamalasetty and Mr. Mahesh Kolli, through various entities, ultimately jointly control AMG Power. AMG Lux/Target 2 is a holding company and does not have any business operations. 5. The Acquirer 2, i.e. ORIX, is a Japanese joint stock corporation which is a publicly held company, not controlled by any single entity/person. It is the holding company of the ORIX group (Acquirer Group 2) offering a wide variety of services, including corporate financial services (financing, leasing, and solutions for small and medium- size enterprises), maintenance leasing (automobile leasing, rental and car sharing and IT-related equipment rentals and leasing), real estate, private equity investments, life insurance, banking and credit, asset management, environment and energy services (including power generation). 6. The Target 1/GEH is the ultimate holding company of the Greenko group. GEH is engaged in power generation and transmission by owning, developing, constructing, operating and maintaining energy projects. It operates in the Indian renewable energy sector focusing on building and operating clean energy assets through various subsidiaries. In India, GEH operates a 5.4 GW portfolio of renewable energy assets, consisting of wind, solar, hydro, and energy storage technologies spread across 15 states Combination Registration Number: C-2025/01/1236 Page 3 of 4 [hereinafter, Acquirers, Acquirer Groups and Targets are collectively referred to as ‘Parties’]. 7. For the purpose of overlap assessment, the activities of the Acquirers, Acquirer Groups, and Targets (including their affiliates) have been considered. Considering the business activities of the Parties and their affiliates, no horizontal overlap emerges from either the AMG Power Investment or the ORIX Investment. Further, no vertical or complementary linkages are observed from the ORIX Investment. Few vertical linkages are however, observed from the AMG Power Investment. The presence of GEH/Target 1, through Greenko Entities, in the upstream market for power generation through renewable energy in India exhibit vertical linkages with the activities of the Acquirer Group 1 in two downstream market segments, namely production of green hydrogen, production of green ammonia. Further, there is another vertical linkage arising from market segment of electrolysers (through an affiliate of GEH) for production of green hydrogen (affiliates of Acquirer Group 1). 8. The Commission observed that, considering the nature and extent of aforesaid overlaps and the competition assessment given in the subsequent paragraph, the Proposed Combination is not likely to cause a significant change in competition dynamics in any of the plausible markets that could be delineated and accordingly, decided to keep the definition of relevant market open. 9. The market share of the Target (including their affiliates) in the upstream market for power generation through renewable energy is less than 5%. Even in the narrow segments taking each source of renewable energy such as hydro-power, solar and wind, the market share is less than 5%, except for wind in which it is in the range of 5-10%. As regards the market segments of green hydrogen and green ammonia, it has been submitted that currently, no commercial-scale production of green hydrogen and green ammonia is taking place, whether in India or abroad. The affiliates of the Acquirer Group, namely AM Green Ammonia India Pvt. Ltd. and Greenko ZeroC Pvt. Ltd., aim to start production in India by mid-2026, at the earliest. Even otherwise, the said affiliates are subject to significant competitive constraints from various large market participants who have also announced their planned entry into the green hydrogen Combination Registration Number: C-2025/01/1236 Page 4 of 4 market or have set up production facilities to enter the green hydrogen market. These include Reliance Industries, Hero Future Energies, Adani New Industries, Avaada Energy, Total Energies, amongst others. 10. As regards the third vertical linkage also, the Target’s affiliate is yet to commission the manufacturing of electrolysers in India, and is likely to face competitive constraints from several significant players, including large conglomerates like the Adani group, Reliance group, JSW group, which have announced plans to set up electrolyser manufacturing facilities in India for accelerating green hydrogen production. 11. 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 effects on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act. 12. The order may be revoked if, at any time, the information provided by the Acquirers is found to be incorrect. 13. The information provided by the Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 14. The Secretary is directed to communicate to the Acquirers accordingly.