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COMPETITION COMMISSION OF INDIA
Combination Registration No. C-2025/05/1285
15th July 2025
Notice under Section 6(2) of the Competition Act, 2002 given by Peony Properties Private
Limited, TPG REGen SG Pte. Ltd., Mavco Investments Private Limited, Siemens
Gamesa Renewable Power Private Limited and Tikri Investments.
CORAM:
Mr. Anil Agrawal
Member
Ms. Sweta Kakkad
Member
Mr. Deepak Anurag
Member
Order under Section 31(1) of the Competition Act, 2002
1.
On 15th May 2025, the Competition Commission of India (Commission) received a
Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Peony
Properties Private Limited (PPPL), TPG REGen SG Pte. Ltd. (TPG REGen), Mavco
Investments Private Limited (Mavco), Siemens Gamesa Renewable Power Private
Limited (SGRE) and Tikri Investments (Tikri) [Hereinafter collectively referred to
as the ‘Notifying Parties’].
2.
The Proposed Combination entails PPPL’s acquisition of the following business of
SGRE: (i) manufacture and assembly of onshore wind turbine generators; (ii) supply
of onshore wind turbine generators, including under the Onshore Business Contracts
and (iii) operation, maintenance and technical services of wind turbines and/or
onshore wind power projects, and providing certain aftermarket services including
software support services, technical field advisory services and supply of spare parts
for operation and maintenance of the relevant onshore wind power projects (O&M
Services Business) [(i), (ii) and (iii) are collectively referred to as the ‘Target
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Business’]; and the acquisition of 100% shareholding in Siemens Gamesa Renewable
Energy Lanka (Private) Limited (SGRE Sri Lanka) from its existing shareholders.
The acquisition of the Target Business by PPPL is by way of a slump sale pursuant to
a Business Transfer Agreement (BTA) dated 26th March 2025 entered amongst PPPL,
SGRE and Siemens Gamesa Renewable Energy, S.A.U. (SGRE SAU). Prior to this
step, TPG REGen, Mavco and Tikri will subscribe to equity shares of PPPL. For the
said purpose, a Shareholders Agreement (SHA) dated 26th March 2025 executed
amongst TPG REGen, SGRE, Mavco, Tikri and PPPL, determining the inter-se rights
available to each of TPG REGen, Mavco, Mr. Prashant Jain (through Tikri) and SGRE
in PPPL. The Proposed Combination will result in Siemens Energy AG (SEAG) (the
ultimate controlling entity of SGRE and SGRE Sri Lanka) effectively exiting the
Target Business in India and Sri Lanka (Territory), except through the 10%
shareholding that it will continue to hold in PPPL (through SGRE). Besides, the
Notifying Parties have also executed an IP License agreement dated 26th March 2025
between PPPL and Siemens Gamesa Renewable Energy Innovation and Technology,
S.L.U. (SGREIT) (IP Licensing Agreement) and a Technology Framework
Agreement (TFA) dated 26th March 2025 entered into between PPPL and SGREIT to
collaborate and conduct product adaptation process on existing baseline products of
SGREIT and adapt the New Adapted Products for commercial exploitation by PPPL.
3.
In terms of Regulation 14 of the Competition Commission of India (Combinations)
Regulations, 2024 (Combinations Regulations), vide letters dated 27th May 2025 and
16th June 2025, certain information and clarifications were sought from the Notifying
Parties. The Notifying Parties submitted their response on 6th June 2025 and 24th June
2025, respectively; followed by additional voluntary submissions filed vide email
dated 04.07.2025
4.
PPPL is a special purpose investment vehicle incorporated in India and ultimately
controlled by TPG Inc. (TPG) (through TPG REGen) prior to the Proposed
Combination. Similar to PPPL, TPG REGen is also a special purpose investment
vehicle incorporated in Singapore and ultimately controlled by TPG. PPPL and TPG
REGen do not undertake any business activities at present.
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5.
TPG is a global alternative asset manager founded in 1992. TPG primarily invests in
complex asset classes such as private equity, real estate and public market strategies.
TPG including its subsidiaries and affiliates are together referred to as ‘TPG Group’.
6.
SGRE, incorporated in India, is a wholly owned indirect subsidiary of SEAG. SEAG
is the ultimate controlling entity of the SEAG Group and is a listed company in
Germany. SGRE is engaged in carrying out the Target Business in India and certain
ancillary businesses which it will retain.
7.
Mavco is a recently formed private limited company, incorporated in India, held by
certain individuals and trusts as its shareholders. Mavco currently provides certain
consultancy services other than its activity of a holding company for the purposes of
the Proposed Combination.
8.
Tikri is a partnership firm incorporated in India, belonging to Mr. Prashant Jain (PJ)
and his wife, Mrs. Seema Jain (SJ), each holding a 50% stake. Tikri is ultimately
controlled by PJ and SJ (collectively, the ‘PJ Family’). It is the investment vehicle
for the PJ Family. It invests in high growth opportunities in public and private markets
in India.
9.
For the purpose of competition assessment, the Commission noted that technically,
there are four acquirers which are acquiring control/shareholding in the Target
Business through PPPL. They are TPG REGen, Mavco, Tikri and SGRE. With regard
to SGRE/SEAG, as submitted, while the Proposed Combination is structured in a
manner where it appears that SGRE is acquiring shareholding in PPPL, in substance,
SEAG (through SGRE and SGRE Sri Lanka) is losing 90% stake in the Target
Business and retaining only 10% stake (through SGRE’s shareholding in PPPL). Thus,
in essence it is not acquiring any control in the Target Business by way of the Proposed
Combination. Thus, for all practical purposes, the overlap assessment needs to be done
only with regard to the other acquirers, i.e. TPG, Mavco and Tikri/PJ.
10. Wind turbines can either be installed onshore (i.e., on land) or offshore (i.e., in deep
sea environments). Given the differences between onshore and offshore turbines, in
relation to power output, installation, operation and maintenance costs, the onshore
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wind turbines constitute a separate relevant market. Further, the supply side
substitutability between these two types of wind turbines is also limited given that
offshore servicing requires special workforce, logistics, etc. and thus, requires
restructuring before launching its activities onshore. The Target Business is engaged
in the manufacture and sale of onshore wind turbines.
11. None of the Acquirers (including their respective affiliates), directly or indirectly, are
engaged in the production or provision of goods/services which are similar or identical
or substitutable with the products or services offered by the Target Business. Thus,
there are no horizontal overlaps between the Acquirers, their respective groups, i.e.,
the TPG Group, Mavco Group and PJ Family (including their respective affiliates),
on one hand, and the Target Business on the other.
12. Certain vertical linkages have been identified arising mainly from the presence of
Target Business in the manufacture/sale of wind turbines and their operation and
management (O&M) activities and the presence of some of the affiliates of Mavco in
the manufacture of certain parts (namely gearboxes, generators, switchgears,
transformers and brake motors) which are used in the assembly of onshore wind
turbines. Further, there are two other vertical linkages between the Target Business
and an affiliate of TPG Group, i.e. (i) manufacture and sale of wind turbines (Target
Business) and production of wind energy (affiliate of TPG Group); and (ii) O&M
services (Target business) which can be potentially consumed by wind farms/wind
generator owners (affiliate of TPG Group).
13. 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 market dynamics in any of the plausible markets that
could be delineated and accordingly, the Commission decided to keep the exact
delineation of relevant market open.
14. The Commission observed that while the market shares of the Target Business in the
onshore wind turbine market and the O&M services market for such wind turbines are
in the range of [10-15]%, the market shares of the affiliates of the Acquirers in the
