Allowed

1. Am Green B.V. 2. Am Green Ammonia Holdings B.V. 3. Am Green Ammonia B.V. 4. Am Green Ammonia (India) Private Limited 5. Baker Street Investment Pte. Ltd. 6. Gentari International Renewables Pte. Ltd. and Other

CCI2 Apr 2024C-2024/02/1111

Case brief

AI extract

What is this about?

The Competition Commission of India approved a proposed combination involving the acquisition of assets and shares related to green hydrogen and ammonia production. The Commission found no appreciable adverse effect on competition in the relevant markets despite potential vertical relationships, given the low market shares of the parties.

What did the court decide?

The Commission approved the Proposed Combination under Section 31(1) of the Competition Act, 2002, subject to confidentiality provisions and a revocation clause if information proved incorrect.

1. Am Green B.V. 2. Am Green Ammonia Holdings B.V. 3. Am… — Company and Corporate | CCI (2024)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No. 2024/02/1111

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Non-Confidential

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2^nd April 2024

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Notice under Section 6(2) of the Competition Act, 2002 filed by AM Green B.V., AM Green Ammonia Holdings B.V., AM Green Ammonia B.V., AM Green Ammonia (India) Private Limited, Baker Street Investment Pte. Ltd., Gentari International Renewables Pte. Ltd. and Platinum Rock B 2014 RSC Limited (acting in its capacity as the trustee of the Platinum Stone A 2014 Trust)

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CORAM:

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Ms. Ravneet Kaur Chairperson

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Mr. Anil Agrawal Member

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Ms. Sweta Kakkad

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Member

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Mr. Deepak Anurag Member

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Order under Section 31(1) of the Competition Act, 2002

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On 12^th February 2024, the Competition Commission of India ( Commission ) received a notice under sub-section (2) of Section 6 of the Competition Act, 2002 ( Act ) filed by AM Green B.V. ( AMG ), AM Green Ammonia Holdings B.V. ( AMGAH ), AM Green Ammonia B.V. ( AMGA ), AM Green Ammonia (India) Private Limited. ( AMG India ), Baker Street Investment Pte. Ltd. ( BSI ), Gentari International Renewables Pte. Ltd. ( Gentari ) and Platinum Rock B 2014 RSC Limited ( Platinum Rock ) (acting in its capacity as the trustee of the Platinum Stone A 2014

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Combination Registration No. C-2024/02/1111

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Trust) ( Platinum Stone Trust ) [AMG, AMGAH, AMGA, and AMG India are collectively referred to as “ AMG Entities ”. Further, the AMG Entities, BSI, Gentari and Platinum Rock are collectively referred to as “ Acquirers ”].

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The notice has been filed inter alia pursuant to the Investment Agreement dated 27^th October 2023 executed among inter alia BSI and AMG ( BSI IA ); Investment Agreement dated 27^th October 2023 executed among inter alia Gentari, and AMGA ( Gentari IA ); AMG India’s offer letter to the lenders of Nagarjuna Fertilizers and Chemicals Limited ( NFCL ) dated 14^th December 2023 and revised offer letter dated 12^th January 2024 ( NFCL Assets Offer Letters ); Securities Subscription Agreement dated 22^nd January 2024 executed between AMG and AMG India ( AMG India SSA ); Amendment Deed to the BSI IA dated 27^th January 2024 executed among inter alia Platinum Rock, BSI and AMG ( ADIA DoA ); Share Purchase Agreement dated 30^th January 2024 executed among AMG India, Greenko ZeroC Private Limited ( ZeroC ) and Greenko Energies Private Limited (i.e., the seller) ( ZeroC SPA ).

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The proposed transaction involves: (a) NFCL Asset Acquisition : Acquisition of NFCL Assets¹ by AMG India using proceeds of investments received from the AMG Entities, BSI, Gentari, and Platinum Rock; and (b) ZeroC Acquisition : Acquisition of 100% shareholding of ZeroC by AMG India using proceeds of investments received from the AMG Entities, BSI, Gentari, and Platinum Rock [NFCL Assets and ZeroC are collectively referred to as “ Targets ”].

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It is stated in the notice that while ZeroC and the NFCL Assets are the ultimate targets of the Acquirers and would be acquired by AMG Entities (and therefore the AMG Entities are part of the Acquirers), [-----------------------------------------------------------------------------------------------

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1 The NFCL Asset Acquisition is proposed to be achieved through an asset sale of certain assets of NFCL pertaining to its urea and micro-irrigation business, namely, Kakinanda urea plant, Ida Nacharam unit, Sadasivpet unit, and Halol unit and all movable fixed assets of NFCL ( NFCL Assets ).

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2 Greenko ZeroC Limited, which is an affiliate of Greenko Energy Holdings ( GEH ), has an existing joint venture with John Cockerill Hydrogen S.A.S ( Electrolyser JV ). It is contemplated that the stake held by Greenko ZeroC

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Combination Registration No. C-2024/02/1111

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-------------------------------------------------------] [The Acquirers and the Targets are collectively

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referred to as the “ Parties ”]

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The proposed transaction will take place through a series of steps as explained below. Steps 1 to 4, along with certain inter-connected transactions are collectively referred to as the “ Proposed Combination ”.

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(a) Step 1 : AMG has set up a wholly owned subsidiary, i.e., AMGAH. Summarily, the investments by BSI and Platinum Rock shall be as follows:

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(i) BSI Investment in AMGAH/ AMGA: BSI will invest in AMGAH by subscribing to 20.286% of the issued and paid-up equity share capital of AMGAH, along with certain rights ( BSI AMGAH Investment )³ . [---------------------------------------------

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Limited in the Electrolyser JV will eventually be transferred to AMG. [---------------------------------------------------

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3 By virtue of subscribing to ~20% of the issued and paid-up equity share capital of AMGAH, BSI, will hold

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~14.2% of the issued and paid-up equity share capital of AMGA on a look-through basis.

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Combination Registration No. C-2024/02/1111

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The BSI-AMGAH Investment, [-------------------------------------------------------] are

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collectively referred to as the “ BSI Investment ”.

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(iv) Platinum Rock Investment in AMGAH/ AMGA Platinum Rock will invest in AMGAH by subscribing to 5.714% of the issued and paid-up equity share capital of AMGAH⁴ .

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(v) [--------------------------------------------------------------------------------------------------
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(vi) AMG Investment in AMGAH/ AMGA: AMG will invest in AMGAH by subscribing to 74% of the issued and paid-up equity share capital of AMGAH⁵ .

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(b) Step 2 : AMGAH has set up a wholly owned subsidiary, i.e., AMGA.

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(i) AMGAH Investment in AMGA: The proceeds from the investment in Step 1 will be invested by AMGAH into AMGA. Further, AMGAH shall subscribe to equity shares constituting 70% of the issued and paid-up equity share capital of AMGA with 70% voting interest⁶ and 100% CCPS⁷ .

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(ii) Gentari Investment in AMGA: Gentari will also invest in AMGA by subscribing to 30% of the issued and paid-up equity share capital of AMGA with 30% voting

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4 By virtue of subscribing to ~6% of the issued and paid-up equity share capital of AMGAH, Platinum Rock will hold ~4% of the issued and paid-up equity share capital of AMGA on a look-through basis. 5 [-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------]

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6 By virtue of subscribing to 70% of the issued and paid-up equity share capital of AMGA, AMGAH will hold 70% of the issued and paid-up equity share capital of AMG India on a look-through basis. 7 [------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------]

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Combination Registration No. C-2024/02/1111

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interest⁸ . Accordingly, AMGAH and Gentari will hold equity shares in AMGA in a 70:30 ratio.

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(c) Step 3 : AMGA will utilise the proceeds from Step 2 to make an investment into AMG India, pursuant to AMG India SSA. AMG India will be 100% held by AMGA post the Proposed Combination.

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(d) Step 4 : AMG India will utilise the proceeds from Step 3 to undertake NFCL Asset Acquisition and ZeroC Acquisition.

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Further, it is stated that since the NFCL Asset Acquisition contemplates an acquisition of assets and not of shares in a company, there are no specific rights associated with the NFCL Asset Acquisition. Further, AMG India will be wholly owned by AMGA and ZeroC will be wholly owned by AMG India post the Proposed Combination. Accordingly, there are no specific rights that either AMGA or AMG India will acquire in AMG India and ZeroC, respectively, as result of the Proposed Combination.

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In terms of Regulation 14 of Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011, the Commission, vide communication dated 28^th February 2024, sought certain information(s)/ clarification(s), inter alia, relating to the activities of the Parties and the response to the same was received on 8^th March 2024. Further, certain additional information was received, vide submissions dated 11^th March 2024 and 28^th March 2024.

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AMG Entities/ Greenko Group

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AMG Entities are newly incorporated entities and are currently not engaged in any business activities. AMG entities have been established for the purpose of setting up and operating projects for the generation and supply of green ammonia, green hydrogen, and its derivatives, with the objective of greening the complete energy eco-system. Post the Proposed Combination,

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8 By virtue of subscribing to 30% of the issued and paid-up equity share capital of AMGA, Gentari, will hold 30% of the issued and paid-up equity share capital of AMG India on a look-through basis.

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Combination Registration No. C-2024/02/1111

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AMG India (through the NFCL Assets and ZeroC) will, inter alia , undertake the business of construction, development, and operation of greenfield or brownfield projects for production of green ammonia in India, and the sale, marketing and export of green ammonia produced therefrom, primarily to Europe.

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Mr. Anil Chalamalasetty (i.e., AC ) and Mr. Mahesh Kolli (i.e., MK ) indirectly and ultimately jointly control the AMG Entities. AC and MK are founders of the Greenko group , which is engaged primarily in the renewable energy business. AC and MK (through various entities) are also engaged in the business of real estate development.

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BSI / GIC Group

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BSI, organised as a private limited company in Singapore, is an affiliate of GIC Private Limited. It is a part of a group of investment holding companies managed by GIC Special Investments Private Limited ( GICSI ). GIC Infra Holdings Private Limited ( GIC Infra ), which in-turn is a wholly-owned subsidiary of GIC Ventures. BSI does not have any assets or physical presence in India.

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GIC Group refers to a group of investment holding companies managed by GICSI. GICSI is wholly owned by GIC Private Limited. GICSI and GIC Private Limited are wholly owned by the Minister for Finance, a body corporate established under Section 2(1) of the Minister for Finance (Incorporation) Act, Chapter 183 of Singapore. GICSI manages investments in private equity, venture capital and infrastructure and was set up as the private equity and infrastructure investment arm of GIC Private Limited. GIC Private Limited invests internationally in equities, fixed income, money-market instruments, real estate, and special investments. [-------------------

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-------------------------------------------------------------------------------] The portfolio entities of GIC

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Group which have horizontal overlaps or vertical/complementary relationships or potential vertical relationships with the targets (i.e., AMG Entities, NFCL Assets and ZeroC) in India are referred to as “ GIC Group Portfolio Companies ”.

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Combination Registration No. C-2024/02/1111

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It is submitted that GIC Private Limited and GIC (Realty) Private Limited ( GIC Realty ), which are entities different from the GIC Group, also hold certain investments in entities engaged in business activities relating to the production of renewable energy in India. These portfolio entities of GIC Realty and GIC Private Limited are referred to as “GIC Portfolio Companies”. GIC Realty is managed by GIC Real Estate Private Limited ( GICRE ). GICRE is the real estate investment management arm of GIC Private Limited and is wholly owned by GIC Private Limited, which also holds GICSI. However, GIC Realty and GIC Private Limited and their downward investments do not form a part of the GIC Group (i.e., group of investment holding companies managed by GICSI) for the purposes of the Proposed Combination.

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Gentari/ PETRONAS Group

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Gentari is a recently incorporated company (incorporated in November 2022 in Singapore) that is indirectly controlled by Petroliam Nasional Berhad ( PETRONAS ). It is a subsidiary of Gentari Sdn Bhd, a wholly owned subsidiary of PETRONAS, having indirect majority control over Gentari. Gentari thus belongs to the PETRONAS Group. Gentari was established and launched as the clean energy solutions entity of PETRONAS to accelerate the adoption and commercialisation of low carbon energy solutions. It is focused on delivering integrated net zero solutions required to put cleaner energy into action. It operates in 3 core portfolios namely, renewable energy; hydrogen; and green mobility. In India, Gentari owns: (a) Amplus Group, a group of companies engaged in the renewable energy business; and (b) Gentari Renewable India Management Private Limited ( Gentari Renewable ), a subsidiary of Gentari, which undertakes renewable projects in India.

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PETRONAS is Malaysia’s fully integrated energy multinational company. It explores, develops and produces hydrocarbons as well as cleaner energy solutions. The PETRONAS Group has 3 core businesses, comprising: (i) exploration, development and production; (ii) Liquified Natural Gas ( LNG ), LNG marketing, gas processing, gas transportation, utilities, regasification, gas infrastructure, marketing and trading; and (iii) petrochemicals, retail, refinery, lubricants,

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marketing and trading; supported by project delivery and technology division, which acts as an enabler.

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In India, PETRONAS Group⁹ is engaged in key activities of petrochemicals, retail, refinery, lubricants, marketing, and trading. PETRONAS is a strategic lubricants partner for Tata Motors’ commercial vehicles. It is also a joint venture partner with Indian Oil Corporation Limited in Indian Oil PETRONAS Private Limited ( PETRONAS JV ). The PETRONAS owns 2 import terminals in the East coast of India at Haldia, West Bengal and South-coast at Ennore, Tamil Nadu which imports Propane and Butane from Middle East and Malaysia, as well as provides Liquefied Petroleum Gas ( LPG ) bottling services and bulk sales to commercial customers. PETRONAS JV also owns Auto-LPG retail outlets mostly in the Southern part of India i.e., in Tamil Nadu, Karnataka and Telangana. PETRONAS Chemicals Marketing (Labuan) Ltd. ( PCML ), a relevant PETRONAS entity¹⁰ is engaged in the owning and marketing of certain chemicals viz. ethylene, ethylene glycol, polymer, polypropylene, ammonia and performance chemicals in India. It is stated that the PETRONAS Group proposes to engage in wind and solar power projects in the future in India.

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Platinum Rock/ ADIA Group

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Platinum Rock is acting in its capacity as trustee of the Platinum Stone Trust, established by an amended and restated deed of settlement between Abu Dhabi Investment Authority ( ADIA ) and Platinum Rock for the benefit of ADIA. Platinum Rock belongs to the ADIA Group. Platinum Rock in its capacity as the trustee of the Platinum Stone Trust has made several investments across the world including in India in various sectors including infrastructure, such as transportation, utilities, energy and fund investments in the infrastructure sector. It does not, however, carry out any other business activities, whether in India or globally.

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9For the Notice, Gentari, PETRONAS and all the affiliates of PETRONAS in India i.e., all entities where PETRONAS has: (i) direct or indirect shareholding of 10% or more; or (ii) a right or ability to exercise any right that is not available to an ordinary shareholder; or (iii) a right or ability to nominate a director orobserver (collectively, the “ Materiality Thresholds ”)) have been collectively referred to as the “ PETRONAS Group ”.

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10 The relevant affiliates of the PETRONAS Group for the purposes of the competition assessment of the Proposed Combination are all such entities belonging to the PETRONAS Group (that meet the Materiality Thresholds) and have a presence in India (through sales or physical presence) (“ Relevant PETRONAS Affiliates ” )

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Combination Registration No. C-2024/02/1111

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Platinum Rock belongs to the ADIA Group with ADIA being the ultimate parent entity of the ADIA Group and solely controlling Platinum Rock. ADIA is a public institution established as an independent investment institution by the Emirate of Abu Dhabi. It has made investments in various sectors across the world including in India. ADIA invests directly in global financial markets, alongside partners and through a network of external managers. ADIA acts as a principal and not as an agent and does not invest or hold money for any other person or organisation other than the Government of the Emirate of Abu Dhabi.

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ZeroC

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Zero C is wholly owned subsidiary of Greenko Energies Private Limited, which, in turn, is held by GEH for inter alia undertaking green hydrogen and green ammonia business. GEH is held by an affiliate of GIC Private Limited, with the other shareholders of GEH being: (i) an entity belonging to the ADIA Group, (ii) Orix Corporation, and (iii) AC and MK (through certain affiliates). ZeroC does not have any subsidiaries or downstream affiliates. ZeroC is not engaged in any business activities outside India. However, it has entered into certain contracts/MOUs with third parties for the production and sale of green ammonia, and provision of engineering, procurement, construction ( EPC ) services for setting up a green hydrogen plant. It has also entered into an MOU with a third party for procuring certain services (like preparation of detailed project reports ( DPRs )) for production of green ammonia).

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NFCL Assets

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The NFCL Assets are owned by NFCL, which is a public listed company specialising in urea manufacturing and micro-irrigation products. NFCL Assets are presently used for the urea and micro-irrigation business of NFCL. It has one urea manufacturing plant in Kakinada, Andhra Pradesh ( Kakinanda urea plant ) and three micro irrigation manufacturing plants, namely two in Telangana i.e., Nacharam ( Ida Nacharam unit ) and Sadasivpet ( Sadasivpet unit ) and one in Halol, Gujarat ( Halol unit ). NFCL Assets are being acquired by AMG India from Assets Care and Reconstruction Enterprise Limited ( NFCL Lender ) by participating in an auction sale process of the four plants and all movable fixed assets of NFCL initiated by NFCL Lender under

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the provisions of SARFAESI Act. Post the Proposed Combination, AMG India does not intend to undertake the urea and micro-irrigation business ( i.e., businesses for which the NFCL Assets are presently used).

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In the ensuing paragraphs, the assessment of the Proposed Combination is provided in relation to the relevant market(s)/segment(s) identified by the Parties in the notice with regard to the horizontal overlaps and vertical/ complementary relationships amongst them. The Commission decided to leave precise delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to result in appreciable adverse effect on competition irrespective of the manner in which the relevant market is delineated, because of the reasons stated below.

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Identification and Assessment of Horizontal Overlaps and Vertical Relationships

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A. Horizontal Overlaps

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It is submitted by the Parties that there are no horizontal overlaps between AC and MK Affiliates¹¹ and the Targets (i.e., NFCL Assets and ZeroC). Also, there are no existing horizontal overlaps between the business activities of BSI/GIC Group, Gentari/ PETRONAS Group, Platinum Rock/ ADIA Group with the business activities of AMG Entities (since AMG Entities are newly incorporated entities and do not undertake any business at present, including the Electrolyser JV which will be eventually transferred to AMG). Further, post the Proposed Combination, AMG India does not intend to undertake the urea and micro-irrigation business (i.e., businesses for which the NFCL Assets are presently used).

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The Targets (i.e., NFCL Assets and ZeroC) presently do not engage in the business of production of green hydrogen and green ammonia. Accordingly, at present, there is no existing horizontal overlap between BSI/GIC Group, Gentari/ PETRONAS Group, Platinum Rock/ ADIA Group on

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11 The affiliates of AC and MK which meet the Materiality Thresholds and have a presence in India (physical and/or by way of sales).

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one hand and the Targets on the other hand. However, once the Targets are acquired by AMG India, they propose to enter into the business of production of green hydrogen and green ammonia.

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It is submitted by the Parties that hydrogen/ ammonia can be either green hydrogen or non-green hydrogen/ green ammonia or non-green ammonia depending on the input resources (such as fossil fuel, biomass, renewable energy, nuclear energy, etc.) and production processes used; (such as electrolysis of water, steam reforming, methane pyrolysis, etc). Although the method of production of green and non-green hydrogen/ green and non-green ammonia are different (with green hydrogen/ green ammonia necessarily requiring the use of renewable sources of energy), based on end use and physical and chemical properties green hydrogen/ green ammonia may be considered as being substitutable with non-green hydrogen/ non-green ammonia (for consumers who do not have a strong Environmental, Social and Governance ( ESG ) mandate). Therefore, potential horizontal overlaps have been mapped vis-à-vis hydrogen/ green hydrogen and ammonia/ green ammonia.

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I. Hydrogen/ Green Hydrogen

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It is stated in the notice that, on one hand, (i) a GIC Group Portfolio Company/ies is inter alia engaged in the sale of non-green hydrogen in India¹² ; (ii) Gentari Sdn Bhd proposes to engage in green hydrogen business in India and (iii) Platinum Rock/ ADIA Group through its affiliates proposes to engage in the manufacture/sale/marketing of green hydrogen and/or its derivatives. On the other hand, ZeroC and NFCL Assets, even though not presently engaged in the business of production of green hydrogen, propose to enter into the business of production of green hydrogen (once acquired by AMG India).

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Given that hydrogen and non-green hydrogen could be seen as substitutable from a chemical composition and consumer standpoint, it is submitted by the Parties that the relevant markets

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12 However, it is stated that GIC Group Portfolio Company does not engage in the production or sale of any green hydrogen at all in India, due to which there is not and will not be an actual horizontal overlap, even when NFCL Assets and ZeroC commence production of green hydrogen in future considering they will not be producing nongreen hydrogen.

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may be defined as (i) the broad relevant market for hydrogen (both green and non-green) in India ( Hydrogen Market ); and (ii) the narrow relevant market for green hydrogen in India ( Green Hydrogen Market ).

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In view of above, it is submitted that there is a potential horizontal overlap between the activities of GIC Group Portfolio Company/ies, Gentari Sdn Bhd and certain affiliates of Platinum Rock/ ADIA Group, with the activities of NFCL Assets and ZeroC (once acquired by AMG India), in the Hydrogen Market and Green Hydrogen Market.

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Based on the submissions of the Parties, it is noted that the market share of GIC Group Portfolio Company/ies in the market for hydrogen at most would be in the range of [0-5] % only. Further, Gentari Sdn Bhd, the affiliates of Platinum Rock/ the ADIA Group as well as the AMG India (through NFCL Assets and ZeroC) currently have no market share either in the Hydrogen Market or the Green Hydrogen Market. The other players present in the Hydrogen Market include Ballard Power System, Reliance Industries Limited, GAIL (India) Limited, Air Liquide, Fuel Cell Energy and Plug Power and the other players that propose to enter in the Green Hydrogen Market include private sector players such as Reliance Industries, Adani New Industries Limited., TotalEnergies, Hero Future Energies, Hygenco Green Energies Private Limited, etc.; and public sector undertakings such as Bharat Petroleum Corporation Limited, GAIL Limited, Hindustan Petroleum Corporation Limited and Oil India Limited.

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II. Ammonia/Green Ammonia

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It is stated in the notice that, on one hand, Gentari may be engaged in the production of green ammonia in India in the future and PCML is engaged in the owning and marketing of ammonia (non-green) to third parties in India though it does not manufacture green ammonia in India. On the other hand, AMG India (through NFCL Assets and ZeroC) proposes to manufacture green ammonia. Therefore, though there is no existing horizontal overlap in green ammonia/ ammonia markets, there exists a potential horizontal overlap between: (a) the activities of PCML and the potential activities of AMG India (including NFCL Assets and ZeroC) in the market for ammonia in India; and (b) the potential activities of both, Gentari, through an entity to be formed and

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owned by it, and AMG India (through NFCL Assets and ZeroC) in the market for green ammonia in India ( Gentari Ammonia Overlap )¹³ .

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Given that the end-product i.e., green ammonia and ammonia could be seen as substitutable from a chemical composition and consumer standpoint, it is submitted that, for the purpose of assessing the Gentari Ammonia Overlap, the following relevant markets may be considered: (a) the broad relevant market for ammonia (both green and non-green) in India ( Ammonia Market ); and (b) the narrow relevant market for green ammonia in India ( Green Ammonia Market ).

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Based on the submissions of the Parties, it noted that, in the Ammonia Market, PCML has a market share in the range of [0-5] % only. Gentari, through an entity to be formed and owned by it and AMG India (through NFCL Assets and ZeroC) intend to engage in the Green Ammonia Market in the future; however, they do not have any presence currently in either the Ammonia Market or the Green Ammonia Market. The other players in the Ammonia Market include Indian Farmers Fertiliser Cooperative Limited, Chambal Fertilisers, KRIBHCO Fertiliser Limited, Rashtriya Chemicals and Fertilizers Limited, etc . Further, the players that propose to enter Green Ammonia Market include private sector players such as ACME Cleantech, Sembcorp, Welspun New Energy Ltd; and public sector undertakings such as Industrial Promotion and Investment Corporation of Odisha; and GAIL Limited.

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B. Vertical / Complementary Relationships

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It is stated by the AMG Entities, Gentari, Platinum Rock and BSI that there are no existing vertical relationships between the business activities of their respective affiliates and their respective targets. Nevertheless, the Parties have provided the relevant market definition and market analysis for the potential vertical relationship(s).

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13 BSI/GIC Group and Platinum Rock/ ADIA Group do not have any horizontal overlaps with ZeroC and NFCL Assets in relation to production of green ammonia.

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Further, it is submitted that there are no existing or potential complementary relationships between the activities of AC and MK Affiliates, portfolio entities of BSI/ GIC Group, Gentari/ Relevant PETRONAS Affiliates, affiliates of Platinum Rock/ the ADIA Group, AMG entities and their respective targets.

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Potential Vertical Relationships

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The potential vertical linkages between AMG Entities (through AC MK Affiliates), Gentari (through Relevant PETRONAS Entities), Platinum Rock (through its affiliates / affiliates of the ADIA Group), BSI (through the portfolio entities of GIC Group) on one hand, and their respective targets on the other hand are set out below:

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I. Renewable Energy (RE) and Green Hydrogen / RE and Green Ammonia Vertical Relationship

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It is submitted that certain AC and MK Affiliates; Relevant PETRONAS Entities; affiliates of Platinum Rock/ ADIA Group; and BSI/GIC Group through certain GIC Group Portfolio Company/ies are engaged in the generation of power through renewable energy. Power generated from renewable energy sources is an input for manufacturing green hydrogen and green ammonia proposed to be undertaken by AMG India, through NFCL Assets and ZeroC.

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It is stated that there are no existing supply arrangements between the any of the Acquirers (including their affiliates/ portfolio entities) and their respective targets.

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Accordingly, there is a potential vertical relationship between:

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i. Market for power generation through renewable energy sources in India ( Renewable Energy Market ) at the upstream level; and Market for production of green hydrogen in India Green Hydrogen Market ) at the downstream level [ RE-Green Hydrogen Vertical Relationship ];

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ii. Renewable Energy Market at the upstream level; and Market for production of green ammonia in India ( Green Ammonia Market ) at the downstream level [ RE-Green Ammonia Vertical Relationship ].

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Based on the submissions of the Parties, it is noted that the combined market share of all the Acquirers in the Renewable Energy Market is in the range of [10-15] %. With respect to the downstream Green Hydrogen and Green Ammonia Markets, it is stated that AMG India (through NFCL Assets and ZeroC) has not commenced its operations as yet. Therefore, AMG India (including NFCL Assets and ZeroC) presently holds nil market shares in these markets. Further, there are several players such as Adani Green Energy, National Hydroelectric Power Corporation Ltd, National Thermal Power Corporation Ltd, Tata Power and Azure Power in the Renewable Energy Market and several private and public sector players propose to enter the Green Hydrogen Market and the Green Ammonia Market, as mentioned above.

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II. Green Hydrogen-Green Ammonia Vertical Relationship

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It is stated in the notice that green ammonia is produced by combining green hydrogen with atmospheric nitrogen. Therefore, green hydrogen acts as an input for green ammonia. AMG India (through NFCL Assets and ZeroC) proposes to manufacture green ammonia using green hydrogen manufactured captively at its own plants. Therefore, AMG India will not need to source green hydrogen externally, and accordingly, no vertical relationship would arise between the green hydrogen business proposed to be undertaken by certain Relevant PETRONAS Entities and affiliates of Platinum Rock/ ADIA Group on one hand, and the green ammonia business proposed to be undertaken by AMG India (through NFCL Assets and ZeroC) on the other. However, a potential vertical relationship between green hydrogen and green ammonia has been identified. Accordingly, the relevant market for the same may be defined as Green Hydrogen Market at the upstream level and Green Ammonia Market at the downstream level.

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Based on the submissions of the Parties, it is noted that currently none of the entities of the Platinum Rock/ the ADIA Group and PETRONAS Group at the upstream level or the Targets at

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the downstream level have any market shares in either the Green Hydrogen Market or Green Ammonia Market. Further, it is noted that several private and public sector players propose to enter the Green Hydrogen Market and the Green Ammonia Market, as mentioned above.

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III. Electrolyser – Green Hydrogen Vertical Relationship

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It is submitted in the notice that the Electrolyser JV proposes to commence the manufacturing of electrolysers in India. Per the Gentari IA, AMGAH is required to, on a commercially reasonable efforts basis, provide AMGA (including its downstream affiliates), access to the electrolysers manufactured by the Electrolyser JV. Electrolysers are an input for manufacturing green hydrogen. Therefore, there is a potential vertical linkage between electrolysers and green hydrogen and accordingly, the relevant market for the same may be defined as the “Market for electrolysers in India” ( Electrolysers Market ) at the upstream level and Green Hydrogen Market at the downstream level.

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Based on the submissions of the Parties, it is noted that the market shares in the Electrolysers Market as well as the Hydrogen Market are nil. Further, there are other players, including large conglomerates like the Adani group, Reliance group, JSW group, which have announced plans to set up electrolyser manufacturing facilities in India. Also, there are several private and public sector players that propose to enter the Green Hydrogen Market.

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IV. Nitrogen – Green Ammonia Vertical Relationship

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It is submitted in the notice that a GIC Group Portfolio Company/ies is inter alia engaged in the sale of nitrogen (extracted from air), and non-green hydrogen in India. As stated earlier, the AMG India (through ZeroC and the NFCL Assets) proposes to engage in the production and sale of green ammonia, post the Proposed Combination. Given that nitrogen is an input for the synthesis of ammonia, there is a potential vertical relationship between nitrogen and production of green ammonia. Accordingly, the relevant market for the same may be defined as: “the market for nitrogen in India” ( Nitrogen Market ) at the upstream level and Green Ammonia Market at the downstream level.

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Based on the submissions of the Parties, it is noted that the market share of GIC Group Portfolio Company/ies in the Nitrogen Market at most would be in the range of [0-5] % only. At the downstream level, AMG India (through NFCL Assets and ZeroC) is yet to commence operations for production of green ammonia. Accordingly, its market share is nil. Further, the Nitrogen Market is characterised by the presence of other players such as Inox AP, Praxair India Private Limited, Air Liquide India Private Limited, Linde India Limited and JSW and there are several private and public sector players that propose to enter the Green Ammonia Market.

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V. Ammonia – Urea Vertical Relationship

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It is stated in the notice that ammonia is a necessary ingredient for manufacturing urea as urea is manufactured by reacting carbon dioxide with ammonia. PCML, a Relevant PETRONAS Entity, is engaged in the owning and marketing of ammonia (non-green) in India. On the other hand, the NFCL Assets are used for manufacturing urea at present. Accordingly, there is a potential vertical relationship between PCML and the NFCL Assets. Accordingly, the relevant market for the same may be defined as “the market for ammonia in India” ( Ammonia Market ) at the upstream level; and “the market for urea in India” ( Urea Market ) at the downstream level.

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Based on the submissions of the Parties, it is noted that the market share of PCML in the Ammonia Market and NFCL in the Urea Market are in the range of [0-5] % only. Further, there are other players present in both the Ammonia Market and the Urea Market such as Indian Farmers Fertiliser Cooperative Limited, Chambal Fertilisers and Chemicals, Krishak Bharati Cooperative Limited and others.

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Considering the material on record, including details provided in the notice given under subsection (2) of Section 6 of the Act and assessment of the combination based on the factors stated in sub-section (4) of Section 20 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 in any of the relevant market(s), and therefore, the Commission approves the same under Section 31(1) of the Act.

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