Jindal Power Limited

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/08/1318

30^th September 2025

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

1. On 19^th August 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act), given by Jindal Power Limited (Jindal Power/Acquirer) for its proposed acquisition of Jaiprakash Associates Limited (JAL/Target) (Proposed Combination) [hereinafter, the Acquirer and the Target are collectively referred to as the ‘Parties’]. JAL is currently undergoing corporate insolvency resolution process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC). The Proposed Combination is being undertaken in furtherance of the resolution plan being submitted by the Acquirer in connection with the CIRP of the Target. The Notice was filed pursuant to the submission of a resolution plan dated 24^th June 2025 (Resolution Plan).

2. In accordance with Regulation 14(2) of The Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 1^st September 2025 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 8^th September 2025 to RFI (Response) and made certain additional submissions in continuation of the Response on 17^th September 2025.

3. Jindal Power is a wholly owned subsidiary of Ambitious Asset Private Limited (AAPL), which in turn is wholly held by Global Wisdom Trust (GWT). As submitted, Mrs. Savitri Jindal and Mr. Naveen Jindal are the trustees of GWT with Mrs. Savitri Jindal being the protector of GWT. Jindal Power is primarily engaged in the power sector.

4. JAL is incorporated in India and is a public company, listed on the BSE and the NSE[^1]. It is an infrastructure and industrial company engaged in diverse business activities including real estate, cement, hospitality, engineering, procurement, and construction (EPC) contracting. In addition, certain group companies of JAL are also engaged in power, fertilizer, sports and aviation segments.

5. For the purpose of identification of overlaps/linkages, the Commission considered the affiliate entities based on direct/indirect shareholding/rights exercised by Mrs. Savitri Jindal and/or Mr. Naveen Jindal (Acquirer Group). The activities of Acquirer Group exhibit certain horizontal overlaps with the activities of JAL. Based on the information in the Notice, horizontal overlaps are identified in the areas of power generation, grey cement, and chartered aviation services (collectively, ‘Horizontally Overlapping Segments’). The Horizontally Overlapping Segment of power generation can be narrowed down further to the sub-segment of thermal power generation.

6. The Commission noted the presence of Acquirer Group and JAL in each of the Horizontally Overlapping Segments of power generation (with plausible sub-segmentation) and chartered aviation and observed that the same is insignificant to raise any concerns of likelihood of appreciable adverse effect on competition (AAEC). Further, as observed, each of the Horizontally Overlapping Segments (and their plausible sub-segments) are characterised by presence of other significant competitors. Considering the same, the Proposed Combination is not likely to cause change in competition dynamics in the plausible relevant market(s) that could have been delineated for the purpose of assessment of Horizontally Overlapping Segments of power generation and chartered aviation and accordingly the question of exact delineation of relevant market(s) is left open.

7. As regards the Horizontally Overlapping Segment of grey cement, the Commission noted the presence of the Acquirer Group and JAL. Based on the information submitted, it is observed that the Acquirer Group owns and operates grey cement production plants in the States of Chhattisgarh and Odisha with a total installed capacity of 2.3 MTPA which is likely to increase to around 6.3 MTPA by FY 2027-28. JAL’s cement production plants are located in the States of Madhya Pradesh, Karnataka, Uttar Pradesh and Chhattisgarh with total installed capacity of around 11 MTPA[^2].

8. As regards identification of geographic areas which are likely to be affected by combinations in cement sector, the Commission in its decisional practice has been considering the catchment area analysis/Elzinga Hogarty Test (EH Test). In this regard, the Commission observed that the cement plants of JAL are currently non-operational and accordingly there are no discernible catchment areas which can be identified. Accordingly, the Commission assessed the Proposed Combination for changes in market structure(s) considering the location of plants. To this effect, the overlaps were narrowed down to the base State of Chhattisgarh and broader market consistent with the decisional practice of the Commission comprising of the States of Chhattisgarh, Odisha, Bihar, Jharkhand and West Bengal (CG Relevant Market).

9. The Commission observed that the presence of the Parties in terms of their combined shares and the increment in market concentration resulting from the Proposed Combination in the base State of Chhattisgarh and CG Relevant Market are not likely to have any significant impact on the respective market structures. Based on the information on record, their combined shares in Chhattisgarh and CG Relevant Market are estimated to be less than 15 percent and less than 5 percent respectively. Further, the respective markets are characterised by other significant competitors viz., UltraTech, Adani Group, Shree Cement etc. Accordingly, the Proposed Combination is not likely to cause any AAEC in the plausible geographic market(s) for grey cement in India.

10. The activities of Acquirer Group also exhibit certain vertical/complementary linkages with the activities of JAL. The vertical/complementary linkages are identified in power, cement, EPC and real estate sectors (respectively referred to as the Power Sector Linkages, Cement Sector Linkages, Real Estate and EPC Linkages and collectively as ‘Vertical/Complementary Linkages’). The Power Sector Linkages include the linkages between the activities of power generation, power transmission, provision of EPC services for power projects, power trading, and mining and supply of coal. The Cement Sector Linkages include the inter se linkages between the activities relating to fly ash, clinker, and cement. The Real Estate and EPC Linkages include linkages between cement, steel, real estate and EPC.

11. As regards Vertical/Complementary Linkages, the Commission observed that considering both the upstream and downstream presence of the Parties in totality, the Vertical/Complementary Linkages resulting from the Proposed Combination are not likely to confer any ability/incentive to the resulting entity post the Proposed Combination to engage in foreclosure strategies in the plausible market(s) that could be impacted by the Proposed Combination.

12. 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 the Act, the Commission is of the opinion that the Proposed Combination is not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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

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

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