1. ADES International Holdings Ltd    2. ADES International Cayman   3. Shelf Drilling, Ltd.

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/08/1323

18^th November 2025

Notice under Section 6(2) of the Competition Act, 2002 given by ADES International Holding Ltd., ADES International Cayman and Shelf Drilling, Ltd.

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 29^th August 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 ADES International Holding Ltd (ADES International), ADES International Cayman (ADES) and Shelf Drilling, Ltd. (Shelf Drilling) [Hereinafter, ADES International, ADES and Shelf Drilling are collectively referred to as the ‘Parties’]

2. The Notice was filed pursuant to execution of the Merger Agreement dated 5^th August 2025 entered amongst the Parties (Merger Agreement).

3. The proposed combination entails the merger of ADES, a wholly owned subsidiary of ADES International with and into Shelf Drilling, such that: (i) Shelf Drilling will be the surviving entity; and (ii) Shelf Drilling will become a wholly owned subsidiary of ADES International (ADES/Shelf Merger). ADES International acquired 17.9% shareholding in Shelf Drilling on the Oslo Stock Exchange in three (3) tranches from 5^th August 2025 to 7^th August 2025 (ADES Stock Purchase). Subject to successful closing of the ADES/Shelf Merger, ADES International’s 17.9% shareholding in Shelf Drilling will be cancelled and extinguished and will have no right to merger consideration. The ADES/Shelf Merger and the ADES Stock Purchase are collectively referred to as the ‘Proposed Combination’.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 12.09.2025 certain information(s)/clarification(s) were sought from the Parties. The Parties submitted the response dated 03.10.2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 13.10.2025, and the response dated 21.10.2025 (Second Response) was furnished by the Parties, after seeking extension of time. Further, the Parties also submitted additional clarifications dated 27^th October 2025, in continuation of and as part of the Second Response. The Parties also submitted certain voluntary submissions vide email dated 25.09.2025 and 06.11.2025.

5. ADES International is stated to operate as a holding entity, and is primarily focused on investing in and managing its subsidiaries which are engaged in the oil and gas drilling sector. It is a newly incorporated entity and does not have any business activities as on date, in India or worldwide. ADES International and ADES belong to the ADES group, which comprises ADES Holding Company and its affiliates (ADES Group). The ADES Group is present in India through Advanced Energy Systems (ADES) SAE. ADES SAE provides oil and gas drilling and production services through its three (3) offshore jack-up rigs in India.

6. Shelf Drilling is a holding company with no significant operations or assets and all its operations are conducted through Shelf Drilling Holdings, Ltd., an indirectly wholly owned subsidiary. The Shelf Group comprises of Shelf Drilling and its downstream affiliates (Shelf Group). Shelf Group is present in India through its affiliate Shelf Drilling Offshore Services (India) Private Limited, which is engaged in the business of operating, chartering drilling rigs and oil field related services in relation to off-shore drilling and oil and gas exploration and development activities in India.

7. Both ADES and Shelf Drilling are engaged in oil and gas drilling and production services through its offshore jack-up rigs in India.

8. Gas exploration and development activities are where oil and gas (O&G) companies identify oil and gas reserves and then extract these resources. These include land surveys, drilling for O&G, search for hydrocarbons, etc. Offshore drilling and onshore drilling for O&G differ in their fundamental nature; onshore drilling occurs on land, while offshore drilling is carried out on water. This distinction leads to materially differing characteristics, such as the type of equipment used, infrastructure needed, costs, availability of labor, and considerations of weather conditions. The offshore drilling for O&G refers to a process whereby a drilling unit drills a hole or a well into the seabed to explore and subsequently produce hydrocarbons. The exploration and production (E&P) of offshore O&G require the construction of wells to access the reservoirs. These wells are drilled by drilling contractors (like ADES Group and Shelf Group) that offer drilling vessels (e.g., jack-up rigs, semi-submersibles or drillships).

9. The process of offshore drilling comprises drilling, casing completion and preparation of the oil or gas well for production. There are various drilling techniques, including ultra-deepwater, deepwater, and shallow-water drilling. These are based on the depth of the water. Offshore drilling rigs are used to excavate the O&G resources. These drilling rigs have four main activity states over their lifetime: (i) active (e.g., under contract); (ii) warm stacked; (iii) cold stacked; and (iv) retired. Only active/contracted rigs generate revenues whereas warm and cold stacked rigs accumulate costs.

10. The ADES Group and Shelf Group supply jack-up rigs for shallow water drilling^1 in India. Jack-up rigs are employed for shallow water E&P drilling activities. Jack-up rigs can be customized into various specifications, size and the maximum water depths for which they are designed. Their use is practically limited to drilling O&G wells and other mineral resources cannot be extracted from the same jack-up rig setup. Jack-up rigs are procured by various E&P companies across the globe such as Saudi Aramco, BP, ConocoPhillips, Equinor, ENI, Chevron, PTTEP, and Total, and specifically by Oil and Natural Gas Corporation Limited (ONGC) within India. Drilling contractors use two categories of rigs: Mobile Offshore Drilling Units (MODUs) and fixed installations. MODUs are classified as bottom-supported or floating rigs and include barge rigs and jack-up rigs. The ADES Group and Shelf Group do not supply fixed installations in India and only supply MODUs, specifically jack up rigs in India.

11. A jack-up rig is a floating drilling rig with three (3) retractable legs which can be raised while the rig is moved onto location and lowered into the seabed to jack-up/lift the rig to a safe height above the water level, cantilever the rig to the desired surface location of the well, and provide a stable platform for drilling operations. It consists of a platform that stands above the water level by elevating itself on legs that reach down to the ocean floor. To move from one location to another, the legs can be retracted (i.e. “jacked up”) so that they no longer reach into the sea and instead tower over the top of the platform while it floats on the surface of the water. This allows the rig to be towed by tugboats onto location with its legs up and the hull floating on the water. Upon arrival at the drilling location, the legs are jacked down onto the seafloor, preloaded to securely drive them into the sea bottom, and then all legs are jacked further down.

12. It is submitted that the ADES Group and Shelf Group are engaged only in the supply of jackup rigs for offshore drilling for O&G in India. Apart from supplying jack-up rigs for offshore drilling for O&G, neither the ADES Group nor the Shelf Group are engaged in any other O&G exploration and development activities or any other business activities in India. The ADES Group and Shelf Group deploy existing rigs on short to mid-term contracts, typically awarded via tenders.

13. Further, it is submitted that all jack-up rigs deployed for offshore drilling in India are of benign/standard nature which operate up to a depth of 350 feet. As Indian conditions do not require deployment of harsh environment (HE) and ultra-harsh environment (UHE) jack-up rigs, thus, the categorization on the basis of water depth capabilities appears to be irrelevant. Accordingly, Parties exhibit horizontal overlap in the supply of jack-up rigs for offshore drilling for O&G in India.

14. All operating rigs in India are awarded through a process of public tender with ONGC being the largest procurer in this segment. There are different rig designs of different jack-up rig manufacturers as given below:

• i. ‘MLT / BMC’ rigs are either based on Marathon LeTourneau (MLT) or Baker Marine Corporation (BMC) designs;
• ii. ‘F&GL’ rigs are based on designs by Friede & Goldman, Ltd.;
• iii. ‘HPHT’ (i.e., High Pressure High Temperature) rigs are deployed for oilwells where the pressure and temperature are extremely high, however these are often within the confines of MLT/BMC design itself and can be deployed for normal rigging operations as well. However, it is submitted that no HPHT contract is currently awarded or operational in India; and
• iv. Workover rigs are deployed for additional drilling on oil wells that have already been drilled. These rigs are also based on MLT/BMC or F&GL designs, and no substantial difference exists between the rigs deployed as workover rigs or those deployed for drilling fresh oil wells. Such classification of MLT/BMC or F&GL in the workover rigs category is also specified to retain consistency between footprints left behind by the previously deployed rigs, to avoid tasks such as grouting, filling or stomping of old footprints.

15. In this regard, it is submitted that ONGC prefers to assign specific rig designs to specific locations for convenience, to maintain consistency between jack-up rigs deployed in and around the same reserve. Rigs of different designs can satisfy the same specification and that a design is allocated for convenience and consistency and not because of functional differences or non-substitutability. Further, as submitted there is no material difference in the prices at which ONGC awards its tenders for different rig designs.

16. It is also submitted that ONGC being the largest procurer possess countervailing power and negotiates to bring down the prices across categories to parity with L1 bidder under different categories.

17. With regard to the product similarity of jack-up rigs of competitors vis-a-vis the Parties, it is stated that the jack-up rigs of the ADES Group, Shelf Group and their competitors are capable of drilling to approximately the same depth, operate on similar reserves without requiring significant modifications, and can extract similar amount of O&G without significant variations. Therefore, in view of the submissions made by the Parties, competition assessment has been carried out in the ‘market for supply of jack-up rigs for offshore drilling for O&G in India’.

18. It is noted that ONGC issues multi design specific tenders and Parties have supplied various designs of jack up rigs to ONGC as per its specific requirements, competition assessment has also been undertaken for the narrower segment of jack-up rigs based on designs. However, 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 any of the plausible relevant market(s) in India, irrespective of the manner in which the relevant market is delineated.

19. With regard to the competition assessment, at the outset, the Commission noted that ONGC procures almost 80% of the total demand in the market and therefore, command significant power in terms of deciding the specifications, terms and pricing of jack up rigs in the market. Further, with regard to the horizontal overlapping market segment, the Commission observed that the combined market share of the Parties is in the range of [30-35] % in terms of number of rigs and the Parties are not close competitors in terms of rig inventory. Further, there are other credible competitors such as Jindal Drilling and Greatship India Ltd. with market shares in the range of [15-20] %; Aban Offshore [10-15] %; and Foresight Offshore Drilling, Jagson International Ltd. and Dynamic Drilling in the range of [5-10] % each. The combined market share of Parties in terms of order intake value is in the range of [30-35] % followed by Jindal Drilling [15-20] %, Greatship India Ltd. [10-15] %, Foresight Offshore Drilling [10-15] %, Aban Offshore and Jagson International Ltd. with [5-10] % market share each.

20. Competition assessment in the instant matter has also been undertaken by analysing bidding data, for gauging closeness of competition between the Parties, taking into account the number of alternate suppliers available to a customer and the willingness of suppliers to submit competitive bids for current and future contracts. In this regard, it is noted that the Parties do not appear to be close competitors.

21. A perusal of the bid data indicates that ONGC floats multi rig tenders, i.e. it splits tenders across multiple drilling contractors/suppliers, that creates competition between different players/suppliers and may negate/avoid the dependence on a single provider. The tender process sets uniform technical and commercial criteria, and bids are evaluated based on compliance with specifications rather than on any continuing relationship with the previous supplier. As a result, as per submissions, there are no contractual lock-ins and O&G companies can easily replace an incumbent jack-up rig operator in the next cycle. Bid data submitted reveals that multiple players bid for certain specific number of rigs from their inventory and is won by multiple players.

22. 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.

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

24. Nothing contained in this order shall be deemed to be confidential as the same has been used for the purposes of the Act in terms of the provisions contained in Section 57 of the Act.

25. The Secretary is directed to communicate to the Parties accordingly.