Schneider Electric SE — Combination C-2025/09/1327

Notice under Section 6(2) of the Competition Act, 2002 given by Schneider Electric SE

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 11th September 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 Schneider Electric SE (Schneider/Acquirer).

2. The Notice was filed pursuant to execution of the two Share Purchase Agreements each dated 29th July 2025 (SPA 1 and SPA 2). SPA 1 was executed amongst Schneider, MacRitchie Investments Pte. Ltd. (MacRitchie/Seller), Schneider Electric India Private Limited (SEIPL/Target 1), Schneider Electric Industries SAS (SEISAS) and Schneider Electric Services International (SESI). SPA 2 was executed amongst

Schneider Electric South East Asia (HQ) Pte. Ltd. (SESEA), Seller, and Schneider Electric JV Holdings 2 Pte. Ltd. (SEJV2/Target 2). Target 1 and Target 2 are collectively defined as ‘Targets’ [Hereinafter, the Acquirer, SEISAS, SESI, SESEA, and Targets are collectively referred as ‘Parties’].

3. The Proposed Combination envisages the following: i. Schneider’s (through SEISAS) proposed acquisition of remaining 35% stake in SEIPL from the Seller resulting in acquisition of sole control in SEIPL (SEIPL Transaction) and ii. Schneider’s (through SESEA) proposed acquisition of remaining 35% stake in SEJV2 from the Seller and the acquisition of sole control in SEJV2 (SEJV2 Transaction). [SEIPL Transaction and SEJV2 Transaction are collectively referred as ‘Proposed Combination’].

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 24th September 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 17th October 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 28th October 2025, and the response dated 18th November 2025 was received. Acquirer also made certain submissions vide emails dated 22nd September 2025, 24th and 25th November 2025. The submission dated 22nd September, 2025 was made under Regulation 15 of the Combination Regulations.

5. Schneider is a company incorporated under the laws of France. It is the ultimate parent/ group company listed on the Euronext Paris (sub-fund A) exchange and has a dispersed shareholding. Schneider is engaged in the digital transformation of energy management and automation in homes, buildings, data centres, infrastructure and industries. With a global presence, Schneider is active in Power Management – Medium Voltage (MV),

Low Voltage (LV) and secure power, and in Automation Systems. It also provides integrated efficiency solutions, combining energy, automation and software. Schneider operates through its subsidiaries and affiliates in India and offers products and services relating to, inter alia, the electrical and automation business. Other than through SEIPL, Schneider operates in India through various other entities.

6. SEIPL, a company incorporated in India, is an indirect subsidiary stated to be under full operational and management control of Schneider. SEIPL is involved in the digital transformation of energy management and automation in homes, buildings, data centres, infrastructure and industries. Further, SEIPL is present in Power Management – MV, LV and secure power, and in Automation Systems. Prior to the Proposed Combination, Schneider (through SEISAS and SESI) holds 65% stake in SEIPL, with 35% stake being owned by the Seller.

7. SEJV2 is a private limited company incorporated under the laws of Singapore. SEJV2 is a holding company and does not have commercial operations of its own. The sole purpose of SEJV2 is to hold shares of legal entities situated outside India. Presently, SEJV2 does not hold shares in any entity present in India. Prior to the Proposed Combination, Schneider (through the SESEA) holds 65% stake in SEJV2, with the remainder 35% stake being held by MacRitchie. It is submitted that Schneider has full operational and management control of SEJV2.

8. It is submitted that the business activities of SEIPL and the entities forming part of the Schneider group (i.e., SE Affiliate Entities) (other than SEIPL) have horizontal overlaps in the segments of manufacture and sale of, inter alia, LV and MV switchgear, digital protective relays, MV Equipment, MV Components, MV Substations, MV Secondary Switchgear, Energy Services, Smart Grid Solutions, Power Management Systems and Substation Automation, Power Product Field Services, Remote operations Solutions, and LV Equipment in India.

9. It has also been submitted that the Parties exhibit vertical linkages in segments such as Air Circuit Breakers (ACBs), Moulded Case Circuit Breakers (MCCBs), MV Components, MV Equipment, MV Secondary Switchgear, MV Transformers, Digital Building Products, Energy meters, and others.

10. The Commission decided to leave the 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 the aforesaid relevant market(s) in India, for the reasons given in the subsequent paragraph. The Commission also noted the markets defined in an earlier similar combination case1 involving, SEIPL, MacRitchie and Larsen & Toubro Limited. In the said case, the Commission approved the combination subject to compliance of certain modifications in few markets, which are currently being complied with.

11. The Commission observed that the Proposed Combination essentially involves change in control from joint to sole. The key aspect for examining the Proposed Combination from the competition perspective in cases involving such change in control from joint to sole or changes in degree or quality of control is the change in ability/incentive of the entity acquiring sole control resulting from lifting of restraining influence of Seller arising from their potentially different interests, if any, and resultant change in the competition dynamics. Such differences would depend upon various factors inter-alia, extent of shareholding, nature of rights, overall presence of entity etc. In this regard, the Commission noted the submissions of the Acquirer and observed that there is no change in the competition dynamics of the markets involved as a result of 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

1 Combination Registration No. C-2018/07/586 to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

13. This 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.