Continuum Energy Pte. Ltd. — Combination C-2025/09/1334
- Case No.C-2025/09/1334
Ratio decidendi
The rule this decision rests on
Where a combination consists of an acquisition by an existing controlling shareholder of the remaining minority shareholding in the target, so that the transaction moves from joint to sole control, and the parties' overlapping presence in each identified horizontal market yields a combined increment of only 0–5% in the presence of other significant competitors, the Commission may conclude that the combination is not likely to change competition dynamics in any plausible relevant market. In that case it need not settle the exact delineation of the relevant market, and it may approve the combination under Section 31(1) on the basis that it is not likely to cause an appreciable adverse effect on competition, having regard to the factors in Section 20(4). An approval so granted remains liable to revocation if the information furnished by the acquirer is later found to be incorrect.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Notice under Section 6(2) of the Competition Act, 2002 given by Continuum Energy Pte. Ltd.
CORAM: Ms. Ravneet Kaur Chairperson
Ms. Sweta Kakkad Member
Mr. Deepak Anurag Member
Order under Section 31(1) of the Competition Act, 2002
1. On 29th September 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Continuum Energy Pte. Ltd. (CEPL/Acquirer). The Notice was filed pursuant to the execution of Share Purchase Agreement executed by and between the Acquirer and Clean Energy Investing Pte. Ltd. (CEIL/Seller) on 23rd September 2025.
2. The Acquirer holds 74% equity shareholding in Continuum Green Energy Holdings Ltd. (Continuum SG/Target). The proposed combination envisages acquisition of the remaining 26% equity shareholding in the Target by the Acquirer from the Seller (Proposed Combination).
3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 13th October 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted its response on 20th October 2025.
Combination Registration Number: C-2025/09/1334
4. CEPL/Acquirer is a private limited company organized under the laws of the Republic of Singapore. CEPL operates as a holding company and is the promoter of the Target. In India, the Acquirer affiliates are engaged, inter alia, in the provision of renewable energy through hydro power.
5. Continuum SG/Target is a limited company organized under the laws of Republic of Singapore. It is present in India through Continuum Green Energy Limited (Continuum India) and other affiliates, which are engaged in the renewable energy sector in India. They develop, own, operate and maintain wind and solar farms in India and sell renewable energy generated from such farms to (a) State owned distribution companies (DISCOM) of Gujarat, Madhya Pradesh and Maharashtra, (b) Solar Energy Corporation of India Limited (SECI), (c) Commercial and industrial consumers in India and (d) Electricity exchanges in India.
6. CEPL and Continuum SG, both belong to the ‘Continuum Group’, which is owned and controlled by Mr. Arvind Bansal and Mr. Vikash Saraf through their respective wholly-owned downstream affiliates, Clean Joules Pte Ltd. and Starlight Pacific Ventures Pte Ltd.
7. For the purpose of competition assessment, the Commission noted that this is primarily a case of joint to sole control as the Acquirer already holds 74% shareholding in the Target. The overlap assessment has been carried out by considering the Target, its downstream affiliates (Target Affiliates) on one hand, and the Continuum Group and its affiliates except the Target Affiliates (Acquirer Affiliates) on the other hand. Based on the information contained in the Notice, certain areas of horizontal overlaps were observed in (i) the market for generation of power in India at a broader level (Power Generation Market) and (ii) the market for generation of power from renewable sources in India at a narrower level (Renewable Power Market). It was observed that the parties, directly or through the Acquirer Affiliates and the Target Affiliates, do not exhibit any existing or potential vertical linkages.
Combination Registration Number: C-2025/09/1334
8. The Commission noted the presence of the Acquirer Affiliates and the Target Affiliates in each of the aforesaid areas of horizontal overlaps and observed that the combined presence/increment resulting from the Proposed Combination to be [0-5]% in the Power Generation Market as well as the Renewable Power Market. Further, as observed, both these markets are characterised by the presence of other significant competitors. Considering the same, the Proposed Combination is not likely to cause any change in competition dynamics of any plausible relevant market that could have been delineated and accordingly the question of exact delineation of the relevant market(s) is left open.
9. 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 appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.
10. The order may be 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.
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