Allowed

1. Vishakha Renewables Private Limited 2. Vishakha Renewables 1 Private Limited 3. Vishakha Metals Private Limited 4. Vishakha Metals 1 Private Limited 5. Vishakha Glass Private Limited 6. Progressive Pipes Private Limited

CCI20 Apr 2026C-2026/03/1391

Case brief

AI extract

What is this about?

The Competition Commission of India considered a registration notice for a proposed combination involving restructuring of Vishakha Renewables and acquisition of its divisions by Progressive Pipes. The Commission assessed potential vertical overlaps in the solar manufacturing sector.

What did the court decide?

The proposed combination is approved under Section 31(1) of the Competition Act, 2002.

1. Vishakha Renewables Private Limited 2. Vishakha Renewables… — Company and Corporate | CCI (2026)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No.C-2026/03/1391

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20^th April 2026

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Notice under Section 6(2) of the Competition Act, 2002 given by Vishakha Renewables Pvt. Ltd., Vishakha Renewables 1 Pvt. Ltd., Vishakha Metals Pvt. Ltd., Vishakha Metals 1 Pvt. Ltd., Vishakha Glass Pvt. Ltd. and Progressive Pipes Pvt. Ltd.

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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 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 02^nd March 2026, 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- (a) Vishakha Renewables Pvt. Ltd. ( VRPL ); (b) Vishakha Renewables 1 Pvt. Ltd. ( VR1PL ); (c) Vishakha Metals Pvt. Ltd. ( VMPL ); (d) Vishakha Metals 1 Pvt. Ltd. ( VM1PL ); (e) Vishakha Glass Pvt. Ltd. ( VGPL/Merged Entity ); and Progressive Pipes Pvt. Ltd. ( PPPL ) [hereinafter, VRPL, VR1PL, VMPL, VM1PL and VGPL are collectively referred to as “ Merging Parties ” and the Merging Parties and PPPL are collectively referred to as “ Parties ”].

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Combination Registration No. C-2026/03/1391

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The Notice was filed pursuant to the execution of: (a) Merger Scheme filed before National Company Law Tribunal bench at Ahmedabad on 22^nd August 2025 ( NCLT ) (b) Board resolutions dated 13^th August 2025 for the Merger Scheme; and (c) the Shareholders’ Agreement dated 23^rd February 2026 executed by and amongst AIGL, VGPL, Mr. Jigish Doshi, Mr. Akshat Doshi, Adani Properties Private Limited ( APPL ) and VRPL ( Shareholders’ Agreement ).

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The proposed combination entails the restructuring of the business of VRPL by separating its renewables business from its Pipes Division¹ and Mouldings Division² by the following steps:

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i. Step 1 : Transfer and vesting of the Pipes Division and Mouldings Division by VRPL to PPPL as a going concern, on a slump sale basis ( Slump Sale );

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ii. Step 2 : After coming into effect of Step 1, amalgamation of VR1PL, VMPL and VM1PL, with and into VRPL;

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iii. Step 3 : After coming into effect of Step 2, amalgamation of VRPL with and into VGPL/Merged Entity.

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[ Step 1, Step 2 and Step 3 are collectively referred to as the “ Proposed Combination ”].

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combination Regulations ), vide letter dated 16^th March 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought from the Acquirer. The response to the same was received on 23^rd March 2026. Certain voluntary submission was made vide communication dated 02^nd April 2026.

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VRPL is a private limited company incorporated primarily to engage in the business of manufacturing high grade potential induced degradation resistant ethylene vinyl acetate ( PID resistant EVA ) encapsulant and back sheet used in solar systems. It is a joint venture of Adani group and the Doshi family (collectively, “ Promoter Groups ”).³ The

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1 Manufacturing of drip irrigation components ( Pipes Division ).

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2 Solutions for material handling, storage, and transportation ( Mouldings Division ).

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3 The Adani group consists of all companies, body corporates, firms, trusts, ventures, etc . (i) whose promoter or partner is Mr. Gautam S. Adani and/or Mr. Rajesh S. Adani, (ii) which is, directly or indirectly, owned and/or controlled by Mr. Gautam S. Adani and/or Mr. Rajesh S. Adani, (iii) any other entity specifically disclosed to be

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Combination Registration No. C-2026/03/1391

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businesses of VRPL are organised into three manufacturing verticals: (a) solar panel components, i.e. the business of manufacturing of components/inputs for solar photovoltaic modules by Merging Parties ( Renewables Business ), (b) Pipes Division and (c) Mouldings Division.

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Prior to the Proposed Combination, the Promoter Groups exercise joint control over VRPL and its wholly owned subsidiaries (Adani Group and Doshi Family holds 50% shareholding each in VRPL). Resultantly, the Renewables Business of VRPL (operated through its subsidiaries i.e. , VR1PL, VMPL, VM1PL and VGPL) is currently controlled by the Promoter Groups.

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VR1PL and VMPL are stated to be private limited companies and wholly-owned subsidiaries of VRPL. VR1PL is engaged in the business of manufacture of all types of solar panel components and VMPL is engaged in the business of manufacturing aluminium frames for solar panels and other ancillary activities. VM1PL is stated to be a private limited company and a step down wholly owned subsidiary of VRPL. It is incorporated primarily to engage in the business of manufacture of all types of metal components. However, as on date, it does not engage in any business activities.

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VGPL is a private limited company and a subsidiary of VRPL with VRPL having 75.91% of the shareholding and is indirectly controlled by the Promoter Groups (through VRPL). The remaining shareholding in VGPL is held by minority shareholders including Asahi India Glass Limited ( AIGL ) and Mrs. Anky Jain. VGPL was incorporated to engage in the business of manufacturing solar glasses for solar systems.

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Further, in relation to VGPL, prior to the Proposed Combination, AIGL holds 9.49% equity stake in VGPL and also exercises certain control conferring and information rights over VGPL. Pursuant to the Proposed Combination, the Renewables Business will be consolidated into the Merged Entity and AIGL will only hold certain shareholding without any control rights.

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part of the Adani group or Adani portfolio company ( Adani Group ). All entities whose promotors or partners consists of the following 6 members: (i) Jigish N Doshi, (ii) Akshat J Doshi, (iii) Umesh N Doshi, (iv) Bhadreshkumar N Doshi, (v) Bhavnaben Doshi, and (vi) Jayshreeben Doshi ( Doshi Family ). Doshi family is involved in the renewable energy sector only through the Merging Parties.

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Page 3 of 5

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Combination Registration No. C-2026/03/1391

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PPPL is a private limited company and a group company of the Promoter Groups, that was stated to be incorporated for manufacturing micro irrigation and drip irrigation system and pipes including PVC, HDPE, and medium-density polyethylene ( MDPE ) and trading of granules and other items. Post the Proposed Combination, the Pipes Division and Mouldings Division will be held by PPPL, wherein Adani Group and Doshi Family, each will hold 50% equity stake.

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Based on the submissions, the Commission noted that there is no horizontal overlap between the business activities of the Merging Parties on the one hand and Promoter Groups (including their affiliates) on the other hand.

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With regard to vertical linkages, it is noted that one vertical overlap exists between the business activities of Adani Group entities operating in the renewable energy sector in India ( Adani Group Entities ) and the manufacture of components of solar photovoltaic modules such as, EVA sheet, backsheet, solar glass, aluminium frame etc . by the Merging Parties which can be utilised by the Adani Group Entities for manufacture and sale of solar photovoltaic modules (collectively referred to as “ Relevant Products ”).

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It is submitted that the Relevant Products are used exclusively in the manufacture of solar photovoltaic modules and have no independent functional utility outside their incorporation into solar photovoltaic modules and are not commercially viable as standalone products. Accordingly, Parties have submitted that the relevant upstream product market may be delineated as “ market for manufacturing and sale of components/inputs for solar photovoltaic modules in India ” at upstream level ( Upstream Market ) and “ market for manufacture and sale of solar photovoltaic modules in India ” at downstream level ( Downstream Market ).

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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 India.

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Based on the submissions, it is noted that the market share of the Merging Parties in the Upstream Market is in the range of [0-5] % (both in terms of value and volume) and the Adani Group Entities in the Downstream Market is in the range of [5-10] % (value

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Combination Registration No. C-2026/03/1391

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terms) and [0-5] % (volume terms). Further, each of these markets are characterised by presence of several other credible players. Thus, the Proposed Combination is not likely to raise competition foreclosure concern in India.

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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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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

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The information provided by the 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 Parties accordingly.

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1. Vishakha Renewables Private Limited 2. Vishakha Renewables 1 Private Limited 3. Vishakha Metals Private Limited 4. Vishakha Metals 1 Private Limited 5. Vishakha Glass Private Limited 6. Progressive Pipes Private Limited

Case brief

What is this about?

What did the court decide?

1. Vishakha Renewables Private Limited 2. Vishakha Renewables 1 Private Limited 3. Vishakha Metals Private Limited 4. Vishakha Metals 1 Private Limited 5. Vishakha Glass Private Limited 6. Progressive Pipes Private Limited

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

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