British International Investment plc

Page 1 of 5 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2025/05/1288 1st July 2025 Notice under Section 6(2) of the Competition Act, 2002 given by British International Investment plc CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Aggarwal Member Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 21st May 2025, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by British International Investment plc. (BII/Acquirer). 2. The Notice was filed pursuant to inter alia execution of (a) Share subscription agreement dated 6th May 2025 (SSA) entered into between the Acquirer and ReNew Photovoltaics Private Limited (Target), and (b) Shareholders’ agreement dated 6th May 2025 (SHA) entered into amongst the Target, the Acquirer and Renew Solar (Shakti Combination Registration No. C-2025/05/1288 Page 2 of 5 Four) Private Limited [hereinafter, the Acquirer and the Target are collectively referred to as the “Parties”]. 3. The proposed combination entails an acquisition of shares and voting rights. The proposed combination envisages an investment by the Acquirer by way of subscription to equity shares and compulsorily convertible preference shares (CCPS) of the Target. The CCPS are convertible into equity shares in accordance with a pre-defined conversion formula. While the maximum number of equity shares that the CCPS may convert into is not defined under the terms of the CCPS, the Acquirer’s shareholding in the Target on a fully diluted basis is not expected to exceed 15% (Proposed Combination). 4. In accordance with Regulation 14 (2) of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letters dated 02nd June 2025 and 12th June 2025, certain information(s)/clarification(s), relevant for the purpose of assessment of the combination, were sought from the Acquirer. The complete response to the same was received on 17th June 2025. 5. The Acquirer, formerly known as CDC Group plc or the Commonwealth Development Corporation, is the world’s first development finance institution. It is wholly owned by the UK Government’s Foreign Commonwealth and Development Office (FCDO) and is mandated to support economic development through investment in the private sector. The Acquirer does not offer any products or services and it does not belong to any group. The FCDO is a ministerial department of the Government of the United Kingdom, and accordingly the Acquirer is wholly owned by the Government of the United Kingdom. The Acquirer has a diverse portfolio of investments in India across sectors including financial services, infrastructure, manufacturing, technology, food and agriculture, and consumer services. 6. The Acquirer has one registered affiliated entity1 in India, namely British International Investment India Advisers Private Limited. In addition, the Acquirer has interests in the 1 With reference to the Competition (Criteria of Combination) Rules, 2024, “Affiliates” refers to all entities in Combination Registration No. C-2025/05/1288 Page 3 of 5 following platform entities which are registered in the UK, i.e.: (i) CDC Emerging Markets Limited, (ii) CDC India Opportunities Limited, (iii) BII South Asia Renewables Limited, and (iv) BII India EV LLP, all of which have previously invested or which make investments into India. 7. The Target is a step-down wholly owned subsidiary of ReNew Private Limited, one of India’s largest renewable energy independent power producers in terms of total energy generation capacity, and which is in turn a subsidiary of ReNew Energy Global plc (REG plc), the ultimate parent company of the ReNew group of companies (one of India’s largest renewable energy independent power producers, incorporated with the objective of de-linking dependencies on Chinese imports of solar components). The Target does not have any subsidiaries, joint ventures or associate companies. 8. ReNew Group is a group of companies directly or indirectly controlled by REG plc and consists of entities that meet at least one of the following thresholds: (i) entities in which REG plc exercises 26% of the voting rights; or (ii) entities in which REG plc appoints more than 50% of the members of the board of directors; or (iii) entities in which REG plc controls the management or affairs. 9. The Target is engaged in manufacturing of solar modules and solar cells, with (i) a 4 GW module manufacturing facility in Jaipur and (ii) a 2.5 GW cell manufacturing facility and 2.4 GW module manufacturing facility in Dholera. The Target functions as the ReNew Group’s manufacturing arm. The Target has produced ~3.6 GW of solar modules till date since it commenced operations in FY24, out of which ~2.6 GW has been produced in FY25 till December 2024. In FY24, the Target supplied its entire production of solar modules to ReNew Jharkhand One Private Limited, i.e., within the ReNew Group, whereas in FY25, the Target has commenced supplies to third parties outside the ReNew group as well. which the Acquirer has (i) shareholding or voting rights of 10% or more; or (ii) the right or ability to have a representation on the board of directors either as a director or an observer; or (iii) the right or ability to access commercially sensitive information. Combination Registration No. C-2025/05/1288 Page 4 of 5 10. For the purpose of overlap assessment, the activities of the entities of the Acquirer Group which are (a) either domiciled/registered in India or registered outside India but have a presence in India by way of sales and (b) considered as affiliates2, and the Target in India have been considered. 11. It is submitted that the Acquirer’s portfolio companies that qualify as Affiliates (Relevant Acquirer Portfolio Companies) do not exhibit any horizontal or complimentary linkages/overlaps with the Target. Further, as the Target is engaged in the manufacture of solar cells and modules, which form an input for entities engaged in the generation of solar power, the Target’s activities may be considered to be upstream of the activities undertaken by the Relevant Acquirer Portfolio Companies, i.e., generation of power through solar energy and power transmission. Therefore, the Relevant Acquirer Portfolio Companies and the Target exhibits a potential vertical relationship with each other. 12. Accordingly, it is stated in the Notice that the relevant market for the purposes of assessment of vertical overlaps may be considered as the ‘market for manufacturing of solar modules in India (Upstream Market 1)’ and ‘market for manufacturing of solar cells in India (Upstream Market 2) and the downstream markets for ‘market for generation of power through solar energy in India (Downstream Market 1)’ and the ‘market for transmission of power in India (Downstream Market 2)’. 13. The Commission decides to leave the precise delineation of the relevant market open, as it is observed that, because of the reasons stated below, the Proposed Combination is not likely to result in appreciable adverse effect on competition, irrespective of the manner in which the relevant market is delineated. 14. Based on the submissions of the Parties, it is noted that the market share of the Target in the Upstream Market 1 is in the range of [5-10] % and in the Upstream Market 2 is in the range of [10-15] %. The market shares of Relevant Acquirer Portfolio Companies in the Downstream Markets 1 and 2 are negligible. Further, each of these markets is