Adani Power Limited

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COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/03/1394

12th May 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Adani Power 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

On 6th March 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by Adani Power Limited (APL/Acquirer). The Notice was filed pursuant to the execution of the Resolution Plan dated 29th November 2025, revised on 4th March 2026, submitted by the Acquirer to the Resolution Professional.

The Proposed Combination envisages the acquisition of 100% share capital and control of GVK Energy Limited (Target) by the Acquirer pursuant to the corporate insolvency resolution process (CIRP) initiated under the Insolvency and Bankruptcy Code, 2016 (IBC) in respect of the Target, being the corporate debtor [hereinafter, the Acquirer and the Target are collectively referred to as the ‘Parties’].

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It is submitted that the structure for the Proposed Combination may be altered in the manner that a special purpose entity, solely controlled by Adani Group, may be set up for acquisition of the Target. The Commission has considered the scope of the Proposed Combination to be limited to the Target being acquired solely by the Adani Group. The Acquirer has submitted that if a third party were to acquire shareholding in the Target, directly or indirectly, such a third party would conduct its own merger control analysis and notify the Commission accordingly.

Subsequent to the filing of the Notice, vide email dated 9th March 2026, the Acquirer submitted that it has decided not to pursue the Proposed Combination and, to that extent, requested the Commission to permit withdrawal of the Notice and terminate the proceedings. However, vide email dated 17th March 2026, the Acquirer submitted that it proposes to continue with the Proposed Combination and accordingly, prayed to the Commission to disregard the withdrawal application. It also requested that the review timelines under the Act and the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations) commence from the receipt of the email dated 17th March 2026. Accordingly, in terms of Regulation 14 of the Combination Regulations vide letter dated 1st April 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 14th April 2026 after seeking an extension of time and also requested the Commission to condone the delay in filing the same. The Acquirer also made certain voluntary submissions vide communication dated 20th April 2026.

The Acquirer, incorporated in India, is a public company listed on BSE Limited and the National Stock Exchange of India Limited. The Acquirer operates thermal power plants in Gujarat, Maharashtra, Karnataka, Rajasthan, Chhattisgarh, Madhya Pradesh, Jharkhand, and Tamil Nadu, and a solar power plant in Gujarat. The Acquirer belongs to the Adani Group, and its ultimate beneficial ownership is held by certain members of the Adani family. The promoter and promoter group shareholders of the Adani Group’s enterprises are individuals who are part of the Adani family and/or entities ultimately owned and/or controlled by such individuals. Adani Group, an Indian multinational

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conglomerate, is a global integrated infrastructure player with businesses in key industry verticals - resources, logistics, and energy.

The Target, a public listed company, was set up as a subsidiary of GVK Power and Infrastructure Ltd. (GVKPIL). The Target, through its only operational subsidiary, viz., Alaknanda Hydro Power Company Limited (AHPL), is engaged in the generation of power from a 330 MW hydroelectric power project in Srinagar, Uttarakhand. It has a power purchase agreement of 30-year tenure with Uttar Pradesh Power Corporation Limited (UPPCL) for supplying 88% of the power generated and 12% of the power generated as free energy to the state of Uttarakhand. The operation and maintenance (O&M) services to AHPL are provided by the Target. It is submitted that other subsidiaries of Target, except AHPL, do not form part of the Proposed Combination.

The Target is present in the generation of power through hydro energy. The current renewable purchase obligation (RPO) Order1 prescribes a trajectory for the Hydro Power Purchase Obligation (HPO). The RPO Order clarifies that only the hydropower projects that are commissioned after 8th March 2019 qualify for the HPO. Given that the hydropower project by AHPL was commissioned prior to 8th March 2019, its energy output does not qualify for HPO. The Acquirer and Adani Group (including their affiliates) are also engaged in the generation of power through both renewable and non- renewable sources. At present, the Adani Group does not have any operational hydropower projects, including pumped storage projects (PSPs) in India, but it has certain pipeline projects. Further, Adani Group also proposes to acquire Jaiprakash Associates Limited (JAL)2, which is engaged, inter alia, in the generation of power, including through hydro energy.

Based on the above, with regard to horizontal overlaps, it is submitted that the Acquirer/Adani Group (through their affiliates), including JAL, and the Target (and its affiliates) are, inter alia, engaged in the market for the generation of power in India

1 Ministry of Power’s order bearing No. F. No. 09/13/2021-RCM dated 22nd July 2022 2 Combination Registration No. C-2025/07/1302 approved on 26th August 2025

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(Power Generation Market). Power Generation Market may be segmented at a narrow level as the segment for power generation through renewable energy sources in India, and at a narrower level as the sub-segment for the generation of power through hydro sources.

With regard to vertical overlaps, it is submitted that the affiliates of the Acquirer/Acquirer Group and the Target (through their affiliates) exhibit the following potential linkages: a. Target (through AHPL) is engaged in the Power Generation Market (upstream), and the Adani Group (through its affiliate - Adani Energy Solutions Limited, previously known as Adani Transmission Limited) is engaged in the market for transmission of power (downstream); b. Target (through AHPL) is engaged in the Power Generation Market (upstream), and the Adani Group (through its affiliates - Adani Electricity Mumbai Limited and MPSEZ Utilities Limited) is engaged in the market for distribution of power (downstream).

The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in the abovesaid relevant market(s) in India.

Based on the submissions of the Acquirer, the Commission noted that the incremental market share of the Parties in the Power Generation Market and its segment/sub-segment is less than 1%.

With regard to the vertical overlaps, based on the submissions of the Acquirer, the Commission observed that the market share of the Target (through AHPL) in the Power Generation Market is insignificant and market share of the relevant affiliates of Adani Group are in the range of [5-10]% and [0-5]% in the markets for transmission of power and distribution of power, respectively.

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

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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.

This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

Nothing contained in this order shall be deemed to be confidential as the same has been used for the purposes of the Act in terms of the provisions contained in Section 57 of the Act.

The Secretary is directed to communicate to the Acquirer accordingly.