The Competition Commission of India (CCI) has approved restructuring of the existing business of Re Sustainability Limited (ReSL), its subsidiaries, and joint ventures through demerger of the municipal solid waste (MSW) business and waste to energy (WTE) business (Demerged Businesses) to Ramky Sustainability Solutions Private Limited (RSSPL), a newly incorporated entity.

The Parties to the proposed combination are (a) ReSL; (b) Mumbai Waste Management Limited (MWML); (c) RSSPL; (d) Metropolis Investment Holdings Pte. Ltd. (Metropolis); (e) Mr. A. Ishaan (Ishaan), Mr. A. Ayodhya Rami Reddy, RK Ventures, Mrs. A. Veeraraghavamma and Mr. A. Sharan (collectively referred to as “Founding Group”).

Post the proposed combination, the fully diluted shareholding of RSSPL will mirror ReSL’s existing shareholding pattern in terms of the shareholding of Metropolis and the Founding Group, respectively. The Founding Group will cede certain rights in the retained businesses of ReSL (Retained Businesses) and Metropolis will cede certain rights in the Demerged Businesses housed under RSSPL.

ReSL: ReSL is in the business of industrial waste management, municipal solid waste management, bio-medical waste management, operation of waste to energy plants, recycling, and other related environmental services in India.

MWML: MWML is a wholly owned subsidiary of ReSL. It will amalgamate into ReSL and cease to exist as an independent entity. It is engaged in the industrial waste management and the biomedical waste management business in India.

RSSPL: RSSPL is a newly incorporated company and currently does not have any business activities in India. However, post the proposed combination, RSSPL will comprise the Demerged Businesses and its shareholding will mirror the shareholding of ReSL.

Metropolis: Metropolis is an investment company incorporated under the laws of Singapore and has been registered as a Foreign Venture Capital Investor under the SEBI (Foreign Venture Capital Investor) Regulations, 2000. Metropolis is indirectly wholly owned by investment funds, vehicles, and/or accounts advised and managed by various subsidiaries of KKR & Co. Inc. (KKR & Co. and together with its subsidiaries, “KKR”). KKR is a global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR sponsors investment funds that invest in private equity, credit, and real assets and has strategic partners that manage hedge funds.

Founding Group: The members of the Founding Group comprise individual family members and RK Ventures. The members hold shares in ReSL and are part of the Ramky group which is engaged in activities in India such as waste management (through ReSL), development of infrastructure and real estate, and pharmaceuticals.

Detailed order of the CCI will follow.

Demerger of municipal solid waste and waste to energy businesses: new entity to mirror existing shareholding post restructuring. The CCI approved Re Sustainability Limited's demerger of its municipal solid waste and waste to energy businesses into newly incorporated Ramky Sustainability Solutions Private Limited, with RSSPL's post transaction shareholding to mirror ReSL's existing shareholding between Metropolis and the Founding Group; the Founding Group will cede certain rights in ReSL's retained businesses and Metropolis will cede certain rights in the Demerged Businesses. MWML will amalgamate into ReSL and cease to exist, and RSSPL will house the Demerged Businesses.