Proposed Combination of JC Infinity and Continuum Green Energy

SUMMARY OF THE PROPOSED COMBINATION

[UNDER REGULATION 13(1A) OF THE COMPETITION COMMISSION OF INDIA (PROCEDURE IN REGARD TO THE TRANSACTION OF BUSINESS RELATING TO COMBINATIONS) REGULATIONS, 2011 (AS AMENDED)]

I. Names of the Parties to the Proposed Combination

1. The names of the parties to the proposed combination are:

• 1.1. JC Infinity (B) Limited (“Acquirer”);
• 1.2. JC Infinity (A) Limited (“Infinity A”)
• 1.3. Continuum Green Energy Private Limited (“Target”)

The Acquirer, Infinity A and the Target are collectively referred to as the “Parties”.

II. Nature and Purpose of the Proposed Combination

Nature of the Proposed Combination

2. The Acquirer proposes to subscribe to certain equity shares (“Shares”) issued by the Target (“Proposed Combination”). Pursuant to the Proposed Combination, the Acquirer will acquire shareholding and rights in the Target.

3. The Proposed Combination is notifiable to the Hon’ble Competition Commission of India under Section 5(a)(i)(A) of the Competition Act, 2002.

Purpose of the Proposed Combination

Acquirer

4. The Proposed Combination is a financial investment undertaken in the ordinary course of business of the Acquirer. The ultimate parent entity of the Acquirer / Infinity A, Generation Investment Management LLP (“Generation IM”) is engaged in the business of sustainable investing and the Proposed Combination is in line with its investment objectives.

Target

5. The Target proposes to utilise and apply the capital infusion, i.e., the proceeds of the Proposed Combination for capital expenditure and prepayment of any indebtedness.

III. Products, services and business(es) of the Parties

Acquirer

6. The Acquirer is incorporated for the purposes of the Proposed Combination and does not have any business activities in India or worldwide.

Infinity A

7. Infinity A is incorporated for the purposes of the Proposed Combination and does not have any business activities in India or worldwide.

Target

8. The Target (including its Affiliates, identified in line with the Materiality Thresholds) is engaged in the renewable energy sector. The Target (including its Affiliates, identified in line with the Materiality Thresholds) develops, owns, operates and maintains wind and solar farms in India and sells renewable energy generated from such farms.

IV. Respective markets in which the Parties operate

9. The Parties’ (including their Affiliates) activities do not exhibit any horizontal, vertical, or complementary overlaps in any of the plausible relevant markets in India.

10. The Proposed Combination is being notified under the green channel route in terms of Regulation 5A and Schedule III of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (as amended).

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