Jindal Jhajjar Power Limited — Combination C-2025/10/1337

Notice under Section 6(2) of the Competition Act, 2002 given by Jindal Jhajjar 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 15th October 2025, 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 Jindal Jhajjar Power Limited (Acquirer). The Notice was filed pursuant to the execution of the share purchase agreement dated 11th October 2025 (SPA) executed between Apraava Energy Private Limited, Apraava Renewable Energy Private Limited, Kohima-Mariani Transmission Limited, Jhajjar Power Limited and the Acquirer.

Combination Registration No. C-2025/10/1337

2. The proposed combination entails the acquisition by Jindal Jhajjar Power Limited (Acquirer) of 100% shareholding of Jhajjar Power Limited (Target) in pursuance of the SPA (Proposed Combination) [The Acquirer and the Target are collectively referred to as ‘Parties’]

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 29th October 2025, certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirer. The Acquirer submitted the response dated 05th November 2025. Since the response was not complete, another letter was issued on 10th November 2025, the response to the same was received dated 14th November 2025.

4. The Acquirer is stated to be a holding company incorporated on 24th May 2025 and is a wholly-owned subsidiary of Jindal Power Limited (Jindal Power). Jindal Power is a wholly-owned subsidiary of Ambitious Asset Private Limited (Ambitious Asset). Ambitious Asset is in turn wholly-owned by Global Wisdom Trust (GWT). Mrs. Savitri Jindal and Mr. Naveen Jindal are the trustees of GWT.

5. Jindal Power is engaged in power production and holds a portfolio of 4300 MW thermal power projects.

6. The Target operates a 1,320 MW (2x660 MW) coal-fired plant located in Jhajjar, Haryana. It is one of India’s first supercritical coal-fired plants. The Target does not have any downstream entities/affiliates.

7. Based on the information in the Notice, horizontal overlaps exist between the activities of the Acquirer (including its affiliates) and the Target in the ‘market for power generation in India’ (Power Generation Market) that can be segmented into ‘market for thermal power generation in India’ (Thermal Power Generation Market) [Power Generation Market and Thermal Power Generation Market are collectively referred to as ‘Horizontal Markets’]

8. In addition to the horizontal overlap, there are potential vertical overlaps in: (a) thermal power generation activity of the Target (upstream) on one hand, and the Acquirer

Combination Registration No. C-2025/10/1337 (including its affiliates) activities of (i) power transmission, (ii) power trading, and (iii) mining and supply of coal in India at the downstream level. Further, the Target is engaged in the sale of fly ash (a byproduct of thermal power generation activity) and gypsum, whereas the Acquirer (including its affiliates) is in the business of manufacture and sale of grey cement. Accordingly, the Parties exhibit the following vertical linkages: (i) Vertical Relationship I - upstream market of mining of coal in India (Coal Market) and the downstream market of thermal power generation in India (Thermal Power Generation Market); (ii) Vertical Relationship II – upstream market of power generation in India (Power Generation Market) and downstream market of power transmission in India (Power Transmission Market); (iii) Vertical Relationship III – upstream market of power generation in India (Power Generation Market) and downstream market of power trading in India (Power Trading Market); (iv) Vertical Relationship IV – upstream market of sale of fly ash in India (Fly Ash Market) and the downstream market of manufacture and sale of grey cement in certain states (Cement Market); and (v) Vertical Relationship V – upstream market of sale of gypsum in India (Gypsum Market) and the downstream Cement Market. [Together the Coal Market, Thermal Power Generation Market, Power Generation Market, Power Transmission Market, Power Trading Market, Fly Ash Market, Cement Market, and Gypsum Market are collectively referred to as ‘Vertical Linkages’]

9. The Commission decided to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible horizontal and vertical relevant market(s) in India.

10. Based on the submissions of the Acquirer, the Commission observed that the combined market shares of the Parties in the Horizontal Markets in terms of units generated, installed capacity and sales revenue are in the range of [0-5] %, with presence of several credible players. Thus, the Proposed Combination is not likely to raise competition concern. Further, the individual market shares of the Parties in all the Vertical Linkages are in the range of [0-5] %. Furthermore, each of these markets is characterised by presence of several other credible players. Thus, the Proposed Combination is not likely

Combination Registration No. C-2025/10/1337 to raise any competition concern in India, as there appears to be no ability and incentive to foreclose competition in any of the aforementioned relevant market(s).

11. 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.

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

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

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