Renew Exim DMCC

Page 1 of 5 COMPETITION COMMISSION OF INDIA Combination Registration No.C-2024/11/1211 28th January 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Renew Exim DMCC. 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 19th November 2024, 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 Renew Exim DMCC (Acquirer). The Notice has been given pursuant to execution of: (a) Share Purchase Agreement dated 25th October 2024 executed between Italian-Thai Development Public Company Limited (Seller) and the Acquirer; (b) public announcement dated 25th October 2024 (PA), and detailed public statement published on 4th November, 2024 (DPS) in relation to the Open Offer pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (SEBI) (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (as amended) (Takeover Regulations); and Draft Letter of Offer dated 11th November 2024 to the SEBI. Combination Registration No. C-2024/11/1211 Page 2 of 5 2. The Proposed Combination entails the following: a) The Acquirer proposes to acquire approximately 46.64% equivalent to 8,01,13,180 shares of the total issued and voting equity share capital of the Target from the Seller and control of the Target. b) In addition thereto, and as a result of the aforementioned step, pursuant to the SEBI Takeover Regulations, the Acquirer has launched an open offer for further acquisition of up to 4,46,64,772 fully paid up equity shares having a face value of INR 1 each, representing approximately 26% of the Voting Share Capital of the Target (Open Offer). Post the completion of the Open Offer process, the Acquirer will hold up to 12,47,77,952 equity shares of the Target representing approximately 72.64% of the Voting Share Capital. [Hereinafter, the transactions (a) and (b) above are collectively referred to as the “Proposed Combination”]. 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 2nd December 2024 certain information and clarifications relevant for the purpose of assessment of the combination were sought from the Acquirer. The partial responses to the same were received on 3rd January 2025 and 13th January 2025 and the complete response was received on 21st January 2025. 4. The Acquirer is a Dubai based holding company involved in the business of investment in commercial enterprises and management. It does not have any business operations/presence in India and it belongs to the Adani group. 100% of the shareholding of the Acquirer is held by Valiant Investment DMCC, a Dubai incorporated company. Valiant Investment DMCC is held by Acropolis Trade and Investment Limited, Mauritius and it is in turn held by various holding entities. Further, the Acquirer belongs to Adani Group as the ultimate beneficial ownership of Valiant Investment DMCC and Acropolis Trade and Investment Limited is held by certain members of Adani family. Adani Group is an Indian multinational conglomerate comprising of eleven publicly traded companies. The promoter and promoter group shareholders of Adani Group’s enterprises are individuals that are Combination Registration No. C-2024/11/1211 Page 3 of 5 part of Adani family and / or entities ultimately owned and / or controlled by such individuals. 5. ITD Cementation India Limited (Target) is a publicly listed company on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The Seller is the promoter company of the Target and currently holds 46.64% shareholding in the Target, whereas the remaining shareholding is currently held by various public shareholders. In India, Target is an engineering and construction company undertaking heavy civil, infrastructure and engineering, procurement and construction (EPC) business and operating in India with an established presence and expertise in EPC for maritime structures, mass rapid transit systems (MRTS), airports, hydro-electric power, tunnels, dams & irrigation, highways, bridges & flyovers, industrial structures and buildings, water & wastewater and foundation & specialist engineering. [Hereinafter, Acquirer and Target are collectively referred to as Parties]. 6. It is observed that there are no horizontal overlaps between the Acquirer (including Adani Group and its affiliates) and the Target (including its downstream affiliates). However, certain affiliates of Adani Group are present in provision of Operation and Maintenance (O&M) in downstream vertical markets (maritime projects, roads and highways, power generation, airports and water and wastewater treatment plants) while Target is present in provision of EPC services across various segments such as in roads /highways, water and waste water treatment plants, airports, maritime projects and power projects. Thus, Parties have mapped the presence of the Target in relation to the provision of EPC services across various segments such as in roads /highways, water and waste water treatment plants, airports, maritime projects and power projects i.e., input EPC services at the upstream level that may be required for Adani Group’s activities of O&M at the related downstream levels for each activity / sector. Further, Adani Group entities’ business of manufacturing cement also exhibits a vertical overlap with the Target’s business of provision of EPC services in the infrastructure sector. Accordingly, Parties have submitted that the relevant upstream and downstream markets may be delineated as follows: Combination Registration No. C-2024/11/1211 Page 4 of 5 a) Vertical Linkage 1: Market for provision of EPC services for maritime projects (such as ports) in India (Upstream Market 1); Market for O&M of maritime projects (such as ports) in India (Downstream Market 1); b) Vertical Linkage 2: Market for provision of EPC services for roads/highways in India; (Upstream Market 2); Market for O&M of roads/highways in India (Downstream Market 2); c) Vertical Linkage 3: Market for provision of EPC services for power projects in India (Upstream Market 3); Market for power generation in India (Downstream Market 3); d) Vertical Linkage 4: Market for provision of EPC services for airports in India (Upstream Market 4); Market for operation, development and maintenance of airports in India (Downstream Market 4); e) Vertical Linkage 5: Market for provision of EPC services for water and wastewater treatment plants in India (Upstream Market 5); Market for O&M of water and wastewater treatment plants in India (Downstream Market 5); f) Vertical Linkage 6: Market for manufacture of cement in India (Upstream Market 6); Market for provision of EPC services in the infrastructure sector in India (Downstream Market 6). 7. The Commission observed that, 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 appreciable adverse effect on competition in any of the plausible markets that could be delineated and accordingly, decided to keep the exact delineation of relevant market open. 8. The market shares of the Target in the Upstream Market 2, Upstream Market 3, and Upstream Market 4 are in the range of [0-5] % in each of these segments. On the other hand, Adani Group has market shares in the range of [0-6] % in Downstream Market 2 and Downstream Market 3. In the Downstream Market 1 and Upstream Market 6, the market share of Adani Group is the range of [15-20] %, however, the Target has limited presence in the Upstream Market 1 and Downstream Market 6 with market shares in the range of [0-5] %. In the Upstream Market 5, the Target has