1. JSW Energy Limited   2. JSW Thermal Energy One Limited

Page 1 of 7 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/01/1233 04th March 2025 Notice under Section 6(2) of the Competition Act, 2002 filed by JSW Energy Limited and JSW Thermal Energy One 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 20th January 2025, the Competition Commission of India (Commission) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) filed by JSW Energy Limited (JSWEL) and JSW Thermal Energy One Limited (JSW Thermal) [hereinafter, JSWEL, and JSW Thermal are collectively referred to as ‘Acquirers’]. 2. The notice has been filed pursuant to (i) letter of intent dated 13th January 2025 issued by KSK Mahanadi Power Company Limited (KMPCL / Target) and counter-signed by JSWEL and (ii) the Resolution Plan submitted to the Committee of Creditors [hereinafter, JSWEL, JSW Thermal, and KMPCL are collectively referred to as ‘Parties’]. Combination Registration No. C-2025/01/1233 Page 2 of 7 3. The proposed transaction involves the ultimate acquisition of 100% shareholding and sole control over KMPCL which is currently undergoing insolvency resolution proceedings initiated under the Insolvency and Bankruptcy Code, 2016 (IBC) by JSWEL (through JSW Thermal). The proposed transaction will be undertaken through various inter- connected steps as explained below.: (i) Step 1 (Fund infusion by BidCo into KMPCL): JSWEL has incorporated a wholly owned subsidiary i.e., JSW Thermal as the BidCo (as defined in the Resolution Plan). The BidCo is a special purpose vehicle incorporated for the purposes of the Proposed Combination. Within 90 days of the receipt of the approval of the Hon’ble National Company Law Tribunal (NCLT) at Hyderabad, the BidCo will subscribe to 50,000 equity shares of KMPCL for a subscription amount of INR 5,00,000 (Indian rupees five lakhs only). (ii) Step 2 (Capital reduction of KMPCL): Upon completion of Step 1, KMPCL will undertake a capital reduction process whereby the issued equity share capital of KMPCL held by the shareholders of KMPCL (including any part of the Financial Creditor Debt1 which has been converted to equity) and any right to subscribe to, or be allocated such equity shares, including any employee stock options, pre-emptive subscription rights or convertible instruments held by any person will be entirely cancelled or extinguished, except the equity shares issued to the BidCo in Step 1. In other words, upon completion of Step 2, 100% of the shareholding in KMPCL will be held by the BidCo. (iii) Step 3 (Merger of BidCo with and into KMPCL): BidCo will merge with and into KMPCL such that KMPCL is the surviving entity. The merger of BidCo with and into KMPCL will be subject to the approval of the NCLT. The scheme of arrangement to undertake the merger of BidCo with and into KMPCL is enclosed as Schedule 15 to the Resolution Plan. Upon completion of Step 3, 100% of the shareholding in KMPCL will be held by JSWEL. As such, the 1 “Financial Creditor Debt” refers to the claims submitted by Financial Creditors, amounting to INR 3,22,34,58,20,196.62, of which INR 2,94,60,05,65,013.88 has been verified and admitted by the Resolution Professional (RP) as financial debt. This will also include any interest accrued from the Insolvency Commencement Date, as determined by the Committee of Creditors (CoC). Combination Registration No. C-2025/01/1233 Page 3 of 7 purpose of this merger is solely to facilitate the overall acquisition by JSWEL and for JSWEL to ultimately hold 100% shareholding in KMPCL. (iv) Step 4 (Issuance of shares of KMPCL to the Equity Receiving Creditors2): KMPCL will issue approximately 17,567 equity shares of KMPCL to the Equity Receiving Creditors such that the Equity Receiving Creditors will hold 26% shareholding in KMPCL, on a fully diluted basis. At this stage, JSWEL will hold 74% in KMPCL (i.e., the remaining shareholding). (v) Step 5: (Put and Call Option in relation to shares held by Equity Receiving Creditors): Any time after the expiry of 1 year from the Closing Date but before 5 years from the Closing Date, JSWEL shall acquire the remaining 26% shareholding in KMPCL from the Equity Receiving Creditors through a mutual put/ call option as envisaged in the Resolution Plan: a. Put Option: The Equity Receiving Creditors can invoke the put option to sell all their respective equity shares (i.e., 26% shareholding in KMPCL) to JSWEL. b. Call Option: JSWEL can invoke the call option to buy all the respective equity shares (i.e., 26% shareholding in KMPCL) held by the Equity Receiving Creditors3. (Step 1 to Step 5 are collectively referred to as the ‘Proposed Combination’). 4. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 31st January 2025, certain information(s)/ clarification(s) was sought from the Acquirers and complete response to the same was received on 10th February 2025. 5. JSWEL is a public company present across the value chains of the power sector with diversified assets in power generation, transmission and trading. Presently, through its subsidiaries, JSWEL is engaged in power generation, power transmission, power 2 Equity Receiving Creditors (in the context of the Notice) means the secured “Assenting Financial Creditors” of the Corporate Debtor (as defined in the Resolution Plan) excluding (i) financial creditors who are creditors by virtue of the Corporate Debtor being a guarantor for the debt taken by any of the special purpose vehicles of KMPCL; and (ii) creditors who have issued NFB Instruments (as defined in the Resolution Plan) which are to be taken over by the successful resolution applicant in accordance with the Resolution Plan. 3 Clause 3.3.25 (c) of the Resolution Plan Combination Registration No. C-2025/01/1233 Page 4 of 7 trading, coal mining, and power equipment manufacturing. It also operates outside India through subsidiaries incorporated in Mauritius and South Africa. 6. JSW Thermal is a newly incorporated entity and a 100% subsidiary of JSWEL. It currently does not have any business activities. JSWEL and JSW Thermal are part of the ‘JSW group’. 7. JSW group refers to the JSW group of companies headed by Mr. Sajjan Jindal in the capacity of Chairman and includes JSW Steel Limited, JSW Cement Limited, JSW Paints Limited, JSWEL, JSW Infrastructure Limited, JSW Ventures, and JSW Sports along with their respective subsidiaries and affiliates. JSW group has presence in various sectors including steel, energy, infrastructure, cement, paints, venture capital, realty and sports. 8. KMPCL was incorporated in 2009 and is involved in the business of generation and sale of power. Currently, KMPCL is generating and supplying power through its thermal power plant situated at Jangir-Champa District, Chhattisgarh. KMPCL has presence / sales in India through Sai Power Private Limited, KSK Water Infrastructures Private Limited and Raigarh Champa Rail Infrastructure Private Limited. KMPCL does not have business activities outside India. 9. It is submitted in the notice that for the purpose of the Proposed Combination, the Parties have undertaken an overlap assessment between JSWEL, JSW Thermal and the overall JSW Group (including their portfolio companies that meet the Materiality Threshold4 and have presence / sales in India) vis-à-vis KMPCL (including each of their affiliates that meet the Materiality Threshold). 10. It is stated in the notice that JSWEL (including some of its downstream affiliates) and Target i.e., KMPCL, are both engaged in the market for generation of power in India i.e., Power Generation Market. The Parties have submitted that for the purpose of assessment of the horizontal overlaps the relevant market at the broad level may be