1. Peony Properties Private Limited 2. Tpg REGen Sg Pte. Ltd. 3. Mavco Investments Private Limited 4. Tikri Investments 5. Siemens Gamesa Renewable Power Private Limited

CCI15 Jul 2025C-2025/05/1285

Case brief

AI extract

What is this about?

The Competition Commission of India considered a notice regarding the proposed acquisition of Siemens Gamesa's onshore wind turbine business by a consortium of investors including PPPL, TPG REGen, Mavco, and Tikri. After assessing market overlaps and vertical linkages, the Commission approved the combination.

What did the court decide?

The Proposed Combination is approved under Section 31(1) of the Act.

1. Peony Properties Private Limited 2. Tpg REGen Sg Pte. Ltd… — Company and Corporate | CCI (2025)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No. C-2025/05/1285

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15^th July 2025

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Notice under Section 6(2) of the Competition Act, 2002 given by Peony Properties Private Limited, TPG REGen SG Pte. Ltd., Mavco Investments Private Limited, Siemens Gamesa Renewable Power Private Limited and Tikri Investments.

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CORAM:

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Mr. Anil Agrawal Member

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Ms. Sweta Kakkad 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 15^th May 2025, the Competition Commission of India ( Commission ) received a Notice under Section 6(2) of the Competition Act, 2002 ( Act ) given by Peony Properties Private Limited ( PPPL ), TPG REGen SG Pte. Ltd. ( TPG REGen ), Mavco Investments Private Limited ( Mavco ), Siemens Gamesa Renewable Power Private Limited ( SGRE ) and Tikri Investments ( Tikri ) [Hereinafter collectively referred to as the ‘ Notifying Parties ’].

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The Proposed Combination entails PPPL’s acquisition of the following business of SGRE: (i) manufacture and assembly of onshore wind turbine generators; (ii) supply of onshore wind turbine generators, including under the Onshore Business Contracts and (iii) operation, maintenance and technical services of wind turbines and/or onshore wind power projects, and providing certain aftermarket services including software support services, technical field advisory services and supply of spare parts for operation and maintenance of the relevant onshore wind power projects ( O&M Services Business ) [(i), (ii) and (iii) are collectively referred to as the ‘Target

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Combination Registration Number: C-2025/05/1285

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Business’ ]; and the acquisition of 100% shareholding in Siemens Gamesa Renewable Energy Lanka (Private) Limited ( SGRE Sri Lanka ) from its existing shareholders. The acquisition of the Target Business by PPPL is by way of a slump sale pursuant to a Business Transfer Agreement ( BTA ) dated 26^th March 2025 entered amongst PPPL, SGRE and Siemens Gamesa Renewable Energy, S.A.U. ( SGRE SAU). Prior to this step, TPG REGen, Mavco and Tikri will subscribe to equity shares of PPPL. For the said purpose, a Shareholders Agreement ( SHA ) dated 26^th March 2025 executed amongst TPG REGen, SGRE, Mavco, Tikri and PPPL, determining the inter-se rights available to each of TPG REGen, Mavco, Mr. Prashant Jain (through Tikri) and SGRE in PPPL. The Proposed Combination will result in Siemens Energy AG ( SEAG ) (the ultimate controlling entity of SGRE and SGRE Sri Lanka) effectively exiting the Target Business in India and Sri Lanka ( Territory ), except through the 10% shareholding that it will continue to hold in PPPL (through SGRE). Besides, the Notifying Parties have also executed an IP License agreement dated 26^th March 2025 between PPPL and Siemens Gamesa Renewable Energy Innovation and Technology, S.L.U. ( SGREIT ) ( IP Licensing Agreement ) and a Technology Framework Agreement ( TFA ) dated 26^th March 2025 entered into between PPPL and SGREIT to collaborate and conduct product adaptation process on existing baseline products of SGREIT and adapt the New Adapted Products for commercial exploitation by PPPL.

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combinations Regulations ), vide letters dated 27^th May 2025 and 16^th June 2025, certain information and clarifications were sought from the Notifying Parties. The Notifying Parties submitted their response on 6^th June 2025 and 24^th June 2025, respectively; followed by additional voluntary submissions filed vide email dated 04.07.2025

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PPPL is a special purpose investment vehicle incorporated in India and ultimately controlled by TPG Inc. ( TPG ) (through TPG REGen) prior to the Proposed Combination. Similar to PPPL, TPG REGen is also a special purpose investment vehicle incorporated in Singapore and ultimately controlled by TPG. PPPL and TPG REGen do not undertake any business activities at present.

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Combination Registration Number: C-2025/05/1285

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TPG is a global alternative asset manager founded in 1992. TPG primarily invests in complex asset classes such as private equity, real estate and public market strategies. TPG including its subsidiaries and affiliates are together referred to as ‘ TPG Group’ .

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SGRE, incorporated in India, is a wholly owned indirect subsidiary of SEAG. SEAG is the ultimate controlling entity of the SEAG Group and is a listed company in Germany. SGRE is engaged in carrying out the Target Business in India and certain ancillary businesses which it will retain.

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Mavco is a recently formed private limited company, incorporated in India, held by certain individuals and trusts as its shareholders. Mavco currently provides certain consultancy services other than its activity of a holding company for the purposes of the Proposed Combination.

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Tikri is a partnership firm incorporated in India, belonging to Mr. Prashant Jain ( PJ ) and his wife, Mrs. Seema Jain ( SJ ), each holding a 50% stake. Tikri is ultimately controlled by PJ and SJ (collectively, the ‘ PJ Family ’). It is the investment vehicle for the PJ Family. It invests in high growth opportunities in public and private markets in India.

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For the purpose of competition assessment, the Commission noted that technically, there are four acquirers which are acquiring control/shareholding in the Target Business through PPPL. They are TPG REGen, Mavco, Tikri and SGRE. With regard to SGRE/SEAG, as submitted, while the Proposed Combination is structured in a manner where it appears that SGRE is acquiring shareholding in PPPL, in substance, SEAG (through SGRE and SGRE Sri Lanka) is losing 90% stake in the Target Business and retaining only 10% stake (through SGRE’s shareholding in PPPL). Thus, in essence it is not acquiring any control in the Target Business by way of the Proposed Combination. Thus, for all practical purposes, the overlap assessment needs to be done only with regard to the other acquirers, i.e. TPG, Mavco and Tikri/PJ.

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Wind turbines can either be installed onshore ( i. e., on land) or offshore (i.e., in deep sea environments). Given the differences between onshore and offshore turbines, in relation to power output, installation, operation and maintenance costs, the onshore

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Combination Registration Number: C-2025/05/1285

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wind turbines constitute a separate relevant market. Further, the supply side substitutability between these two types of wind turbines is also limited given that offshore servicing requires special workforce, logistics, etc. and thus, requires restructuring before launching its activities onshore. The Target Business is engaged in the manufacture and sale of onshore wind turbines.

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None of the Acquirers (including their respective affiliates), directly or indirectly, are engaged in the production or provision of goods/services which are similar or identical or substitutable with the products or services offered by the Target Business. Thus, there are no horizontal overlaps between the Acquirers, their respective groups, i.e. , the TPG Group, Mavco Group and PJ Family (including their respective affiliates), on one hand, and the Target Business on the other.

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Certain vertical linkages have been identified arising mainly from the presence of Target Business in the manufacture/sale of wind turbines and their operation and management ( O&M ) activities and the presence of some of the affiliates of Mavco in the manufacture of certain parts ( namely gearboxes, generators, switchgears, transformers and brake motors) which are used in the assembly of onshore wind turbines. Further, there are two other vertical linkages between the Target Business and an affiliate of TPG Group, i.e. (i) manufacture and sale of wind turbines (Target Business) and production of wind energy (affiliate of TPG Group); and (ii) O&M services (Target business) which can be potentially consumed by wind farms/wind generator owners (affiliate of TPG Group).

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Considering the nature and extent of aforesaid overlaps and the competition assessment given in the subsequent paragraph, the Proposed Combination is not likely to cause a significant change in market dynamics in any of the plausible markets that could be delineated and accordingly, the Commission decided to keep the exact delineation of relevant market open.

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The Commission observed that while the market shares of the Target Business in the onshore wind turbine market and the O&M services market for such wind turbines are in the range of [10-15]%, the market shares of the affiliates of the Acquirers in the

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Combination Registration Number: C-2025/05/1285

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market segment for manufacture of parts ( namely gearboxes, generators, switchgears and transformers) are quite miniscule in the range of [0-5]%, except for brake motors where it is in the range of [5-10]%. Even the onshore wind turbine market segment, as also the O&M services market, is characterised by the presence of well-entrenched players, such as Suzlon Energy Ltd., Inox Wind Energy Ltd., Envision Energy India Pvt. Ltd. etc. , who will continue to exert competitive constraints on the Target Business. Further, given the negligible presence of the affiliates of the Acquirers, the incentives to foreclose, either the inputs or customers, does not seem to exist.

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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.

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The order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

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

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The Secretary is directed to communicate to the Notifying Parties, accordingly.

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1. Peony Properties Private Limited 2. Tpg REGen Sg Pte. Ltd. 3. Mavco Investments Private Limited 4. Tikri Investments 5. Siemens Gamesa Renewable Power Private Limited

Case brief

What is this about?

What did the court decide?

1. Peony Properties Private Limited 2. Tpg REGen Sg Pte. Ltd. 3. Mavco Investments Private Limited 4. Tikri Investments 5. Siemens Gamesa Renewable Power Private Limited

Case brief

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What did the court decide?

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Issues for consideration

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