Greenko Energies Private Limited

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2024/04/1131

7th May 2024

Notice under Section 6(2) of the Competition Act, 2002 given by Greenko Energies Private 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 5th April 2024, the Competition Commission of India (Commission) received a notice under Section 6(2) of the Competition Act, 2002 (Act), given by Greenko Energies Private Limited (Acquirer/Greenko Energy).

2. Greenko Energy Holdings (GEH), which is the holding company and ultimate parent entity of Greenko group of companies (Greenko Group), indirectly holds 34.3% equity stake on a fully diluted basis in Sikkim Urja Limited (Sikkim Urja) along with certain associated rights in Sikkim Urja and Sikkim Power Transmission Limited (SPTL) (formerly Teestavalley Power Transmission Limited). The notice relates to the proposed acquisition of additional equity shares of Sikkim Urja by Greenko Energy (an indirect subsidiary of GEH) as detailed below:

• (i) Greenko Energy will purchase the entire 60.08% equity stake in Sikkim Urja held by Sikkim Power Investment Corporation Limited (SPICL), a wholly-owned public undertaking of the Government of Sikkim (GoS) (SPICL Transaction); and
• (ii) Greenko Energy also intends to purchase the entire 5.62% equity stake in Sikkim Urja held by PTC India Limited (PTC) (PTC Transaction).

SPICL Transaction and PTC Transaction are collectively referred to as the ("Proposed Combination").

3. For the purposes of the SPICL Transaction; GoS, SPICL and Acquirer have entered into a tripartite agreement dated 3rd February 2024 (Tripartite Agreement) where it has been agreed that the Acquirer will acquire the entire shareholding of SPICL in Sikkim Urja. In addition to the Tripartite Agreement, the above-mentioned entities have entered into a detailed share purchase agreement dated 28th February 2024 (SPICL SPA). As regards the PTC Transaction, it was stated that no definitive document is executed. The Commission noted the submissions relating to the PTC Transaction and accordingly considered only the SPICL Transaction for competition assessment.

4. GEH is held by Cambourne Investment Private Limited (which is a part of the GIC group of investment holding companies managed by GIC Special Investments Private Limited (GICSI)), Platinum Rock B 2014 RSC Limited (which is a part of Abu Dhabi Investment Authority Group (ADIA Group), ORIX Corporation (Orix Group) and GVL Group. The principal activity of GEH (which as stated above is the ultimate parent entity of the Greenko Group) also is that of investment holding.

5. Sikkim Urja is a special purpose vehicle incorporated for the purpose of implementation of the 1200 MW (6 Units of 200 MW each) hydropower project in North Sikkim, Sikkim. SPTL, a subsidiary of Sikkim Urja is a joint venture with Power Grid Corporation of India Limited (PGCIL). SPTL was incorporated for the implementation of 400 kilo volts (kV) transmission line of 215 circuit kilometers (cKM).

6. For the purposes of competition assessment, the overlaps assessment has been carried out between the activities of Sikkim Urja (and its only subsidiary, SPTL) on one hand and (i) Greenko Group; (ii) GIC; (iii) ADIA Group, (iv) ORIX Group, and (v) GVL Group, on the other hand, respectively.

7. The activities of Sikkim Urja at a broader level include power generation and transmission. Within the broader segment of power generation, Sikkim Urja’s presence can be narrowed down to power generation from renewable sources and further to hydropower generation. The Commission observed that GIC, ADIA, and Greenko Group (other than through Sikkim Urja) also have presence in power generation and transmission activities giving rise to horizontal overlaps in the broad power generation segment and renewable energy and hydropower sub-segments and vertical linkages between the activities of power generation and transmission. Greenko Group is present in India in the power generation sector with a total installed capacity of around 5 GW. Separately, one of the entities forming part of the Greenko Group is developing certain Standalone Pump Storage Projects with a total capacity of 7,200 MW across four states of India. GIC Group, apart from GEH, is present in the power generation sector in India through its portfolio entities with an installed capacity of approx. 230 MW. ADIA Group, apart from GEH, is present in the power generation sector in India through its portfolio entities, with an installed capacity of around 9 GW.

8. The Commission noted that the total power generating capacity of Sikkim Urja is 1200 MW. The same amounts to less than 1 percent of the installed capacity of power generating stations in terms of both overall power generation and renewable power generation considering the installed capacity of 416 GW and 172 GW respectively. Further, the same amounts to less than 3 percent of the installed capacity of hydropower generation with the installed capacity of 52 GW for March 2023. Considering the insignificant presence of Sikkim Urja, the project being currently non-operational due to damage caused by floods in Sikkim, and further considering that Greenko Group (through GEH) is an existing shareholder and the impact of the transaction is limited to change in control of Sikkim Urja from existing joint control to sole control of GEH, the Commission observed that the transaction is not likely to result in any significant change in competition dynamics of the power generation sector regardless of the existing presence of Greenko Group, GIC, and ADIA Group in any of the horizontally or vertically affected segments or sub-segments.

9. Considering the material on record including the details provided in the Notice and the assessment of the SPICL Transaction based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the SPICL Transaction is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the SPICL Transaction under Section 31(1) of the Act.

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

11. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

12. The Secretary is directed to communicate to the Acquirer accordingly.