BP Alternative Energy Investments Limited — Combination C-2026/02/1381

1. On 09th February 2026, a notice (Notice) was given by BP Alternative Energy Investments Limited (bp/Acquirer). The Notice has been filed pursuant to inter alia execution of the share purchase agreement dated 30th November 2023 entered into amongst bp and certain sellers (including, Paul McCartie and Nicholas Thomson Boyle) (Original SPA), as amended and restated on 02nd August 2024 (Core SPA).

2. The combination involved an acquisition of shares amounting to 50.03% shareholding of the equity share capital (on a fully diluted basis) in Lightsource BP Renewable Energy Investments Holdings Limited (LSbp/Target) by the Acquirer (Combination). The Commission initiated proceedings under Section 43A of the Competition Act, 2002 (Act) with regards to not notifying this transaction and during the pendency of the said proceedings, the Acquirer preferred to notify the same on its own accord. The Combination was stated to be consummated on 24th October 2024, resulting in increase of Acquirer’s shareholding from 49.97% to 100% in the Target. In this regard, the Commission observes that another related transaction1 was notified on 13th August 2025 under Section 6(4) of the Act (Green Channel Notice) by Soleite Limited and PMC Ventures India Ltd.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 20th February 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the Combination were sought from the Acquirer. The response to the same was received on 27th March 2026, after seeking extension of time.

4. The bp functions as a holding company for investments in the gas and low-carbon energy segments and undertakes business development activities relating to renewable energy projects. BP p.l.c. holds 100% of the shares in BP International Limited, which in turn holds 100% of the shares in bp. Accordingly, bp is solely owned by BP p.l.c. which is the ultimate parent company of the bp group (BP group). BP group is a global energy group with operations across multiple regions worldwide, including Europe, North and South America, Asia, Africa, and Australasia. Its activities include production and operations of hydrocarbons, customer-focused convenience and mobility offerings, and gas and low-carbon energy businesses.

5. LSbp is engaged in the development, construction, and operation of utility-scale onshore renewable energy and energy storage projects. It does not have any direct or indirect business operations in India.

6. The Commission has considered the activities of the BP group on the one hand and the Target on the other for the purpose of overlap assessment. Based on the submissions, the Commission noted that the entities through which the Target was present in India are no longer part of the LSbp group and any overlaps that existed between bp and Target in India prior to consummation of the Combination no longer exist. Therefore, presently there are no horizontal overlaps and, vertical or complementary linkages amongst the relevant entities in India.

1 Combination Registration No. C-2025/08/1314.

7. Considering the material on record including the details provided in the Notice and the assessment of the Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Combination and this order is issued, without prejudice to any proceedings initiated under Section 43A of the Act.

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

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

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