1. Havells India Limited    2. Goldi Sun Private Limited

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Page 1 of 6 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/04/1279 10th June 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Havells India Limited and Goldi Sun 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 30th April 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Havells India Limited (HIL/Acquirer) and Goldi Sun Private Limited (Goldi Sun) [collectively, ‘Notifying Parties’]. 2. The Notice was filed pursuant to the execution of Binding Term Sheet dated 14th April 2025 executed amongst HIL, Mr. Ishverbhai Arjanbhai Dholakiya, and Goldi Solar Private Limited (Goldi Solar/Target). 3. The Proposed Combination envisages acquisition of one (1) equity share and subscription to 1,48,293 compulsorily convertible preference shares (CCPS) of the Target by HIL, such that it will hold at least 8.9% and up to 9.64% of the total issued, Combination Registration Number: C-2025/04/1279 Page 2 of 6 subscribed and paid-up share capital of the Target, on a fully diluted basis (Havells Acquisition). As a condition subsequent to the Havells Acquisition, Goldi Sun, a wholly owned subsidiary of the Target, will fully acquire the partnership interest in Vama Inverters LLP (Vama) and Goldi Energy LLP (Goldi Energy) from Mr. Ishverbhai Arjanbhai Dholakiya and Mr. Dhruv Dholakiya (Goldi Sun Acquisition). Post the Goldi Sun Acquisition, the Target will own 100% interest in Vama and Goldi Energy and consequently, HIL will indirectly own at least 8.9% and up to 9.64% in each of Vama and Goldi Energy. 4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 14th May 2025, certain information and clarifications were sought from the Notifying Parties. The response to this letter was submitted by the Notifying Parties on 21st May 2025. 5. HIL/Acquirer, a listed public company, inter alia manufactures and/or sells fans, lighting, switches, home appliances, home electricals (including solar inverters), switchgears, smart home products and solar modules in India. The promoter and promoter group of the Acquirer comprises Gupta Family Members1, Gupta Family Trusts2 and Gupta Family Companies3. Gupta Family Members, Gupta Family Trusts and Gupta Family Companies together with their investments in entities which meet the materiality thresholds are collectively referred to as the ‘Havells Group’. 6. Goldi Solar/Target is a private company and is the ultimate parent entity of the Target Group. Target manufactures and sells solar modules in India. It provides engineering, procurement and construction (EPC) services for solar modules including installing, operating and maintaining solar modules in India and EPC services in relation to setting up a solar power plant. It imports solar inverters and supplies them to Vama which further sells the same under the ‘Vama’ brand name to customers in India. 1 Vinod Gupta, Anil Rai Gupta, Sangeeta Rai Gupta, Abhinav Rai Gupta, Surjeet Kumar Gupta, Ameet Kumar Gupta, Santosh Gupta and Shalini Gupta. 2 ARG Family Trust and SKG Family Trust. 3 QRG Enterprises Limited and QRG Investments and Holdings Limited which are controlled by the Gupta Family Members. Combination Registration Number: C-2025/04/1279 Page 3 of 6 7. Goldi Sun is a wholly owned subsidiary of the Target and belongs to the Target Group. It manufactures and sells solar modules in India. It does not provide any products or services outside India. 8. Goldi Harsha Ventures LLP (Goldi Harsha), an affiliate of Target Group, provides EPC services for solar modules including installing, operating and maintaining solar modules in India and EPC services in relation to setting up a solar power plant. 9. Vama is a limited liability partnership and it sells solar inverters imported by the Target, under its own brand name, in India. Goldi Energy, also a limited liability partnership, provides EPC services for solar modules including installing, operating and maintaining solar modules in India and EPC services in relation to setting up a solar power plant. The promoter of Goldi Solar i.e., Mr. Ishverbhai Arjanbhai Dholakiya and his son Mr. Dhruv Dholakiya hold partnership interest in and control Vama and Goldi Energy. 10. For the purpose of overlap assessment, the activities of the Havells Group (and its affiliates) and the Target Group including Vama and Goldi Energy (and their affiliates) [collectively referred to as the ‘Parties’] have been considered by the Commission. Havells Group, through HIL, is engaged in the sale of solar inverters in India. HIL procures inverters from third-party manufacturers and sells under the ‘Havells’ brand name. The Target Group does not manufacture and sell solar inverters directly to customers in India. Instead, the Target imports solar inverters from China and supplies them to Vama, which in turn sells these inverters to customers under its own brand name. Both the Havells Group and Vama are engaged in the sale of solar inverters in India. Within solar inverters, Vama is only engaged in the sale of solar on-grid inverters in India. Accordingly, the Parties exhibit horizontal overlap in the sale of solar inverters market at broad level and in the solar on-grid inverters market at narrow level. Further, the Target Group is engaged in the manufacture and sale of solar modules in India. Though HIL neither manufactures solar modules nor owns any related manufacturing facility/factory for the same, it procures solar modules from third-party solar module Combination Registration Number: C-2025/04/1279 Page 4 of 6 manufacturers and until March 2024, it was selling those solar modules under its own brand name. However, since April 2024, pursuant to a change in government policy, HIL has been selling/distributing solar modules under the brand name of third-party solar module manufacturers from whom it procures solar modules, in return of a margin from such sale. As submitted, following the Havells Acquisition, the Target will supply solar modules to HIL for a period of four years and HIL will then sell these modules in India under its own brand name to customers in India. 11. With regard to vertical linkages, the Commission observed that, at present, neither the Acquirer Group nor the Target Group manufactures solar cells in India. However, pursuant to the Havells Acquisition, the Target Group (through the Target) proposes to start manufacturing solar cells in-house. HIL can procure the said solar cells from the Target Group and use them to manufacture its own solar modules, giving rise to a potential vertical linkage (First Vertical Linkage). Further, as stated earlier, HIL procures solar modules from third party solar module manufacturers, and since April 2024, it has only been selling/distributing such solar modules under the brand name of third-party solar module manufacturers. Accordingly, there can be another vertical linkage between the Target Group (through the Target and Goldi Sun) and Havells Group (through HIL) [Second Vertical Linage]. 12. Furthermore, certain complementary linkages were also examined by the Commission on account of the presence of HIL in certain product segments (e.g. solar inverters, solar wires and cables, solar lights etc.) which are complementary to the solar modules (including solar EPC) manufactured and supplied by Target. 13. Considering the nature and extent of aforesaid overlap and the competition assessment given in the subsequent paragraphs, the Commission observed that the Proposed Combination is not likely to cause a significant change in market dynamics in any of the plausible markets that could be delineated and accordingly, decided to keep the definition of relevant market open. Combination Registration Number: C-2025/04/1279 Page 5 of 6 14. The Commission noted that in the solar module market, the Acquirer is not present through its own products/brand-name, and instead been selling solar modules under the brand names of third-party solar module manufacturers since April 2024. Accordingly, horizontal overlap in this market segment has not been examined further. With regard to the solar inverters market segment, the combined market share of the Acquirer and the Target, in both the broad as well as narrow market segment, is in the range of [0-5] percent and the incremental market share is less than 1 percent. With regard to the First Vertical Linkage, Target Group is yet to start manufacturing solar cells in-house and the Acquirer is yet to enter the market for manufacture of solar modules. As regards the Second Vertical Linkage, the market share of the Target Group in the solar modules market is [5-10] percent on the basis of enlisted capacity and [0-5] percent on the basis of revenue. Further, the presence of HIL in the downstream market segment for sale of solar modules is less than 1 percent. With regard to the complementary linkages, mentioned supra, the market shares of the Havells Group or the Target Group, as the case may be, in their respective areas of activities are in the range of [0-5] percent only. 15. Besides the low market shares of the Parties in all the market segments which were examined, the Commission also noted the presence of named players in each market segment. The Parties do not appear to have or gain the ability or incentive, pursuant to the Proposed Combination, to foreclose market for other players in the market segments which were examined. 16. 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. 17. The order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect. Combination Registration Number: C-2025/04/1279 Page 6 of 6 18. The information provided by the Notifying Parties shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 19. The Secretary is directed to communicate to the Notifying Parties accordingly.