Approval of Combination Involving JFE Steel Corporation and JSW Group Entities · C-2025/12/1353

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/12/1353

20th January 2026

Notice under Section 6(2) of the Competition Act, 2002 jointly given by JFE Steel Corporation, JSW Kalinga Steel Limited, JSW Sambalpur Steel Limited

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 11th December 2025, the Competition Commission of India (Commission) received a notice (Notice) under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) jointly given by JFE Steel Corporation (JFE), JSW Kalinga Steel Limited (JSW Kalinga), and JSW Sambalpur Steel Limited (JSW Sambalpur) [hereinafter, JFE, JSW Kalinga and JSW Sambalpur are collectively referred as “Parties”].

2. The Notice was filed pursuant to (i) Business Transfer Agreement (BTA) executed between Bhushan Power and Steel Limited (BPSL/Seller) and JSW Sambalpur dated 03rd December 2025, (ii) Share Subscription Agreement (SSA) executed amongst JSW Kalinga, JFE, JSW Steel Limited (JSW Steel), JSW Shipping and Logistics Private Limited (JSW Shipping), and Piombino Steel Limited (PSL) dated 03rd December 2025, (iii) Joint Venture Agreement (JVA) executed amongst JSW Steel, JFE, PSL, JSW Kalinga, and JSW Sambalpur dated 03rd December 2025, and (iv) other ancillary agreements.

3. The Proposed Combination pertains to the (a) transfer of BPSL’s steel business undertaking (Target Business) to JSW Sambalpur by way of slump sale; and (b) the acquisition by JFE of a 50% direct shareholding in JSW Kalinga, resulting in an indirect acquisition of 50% shareholding by JFE in JSW Sambalpur. The Proposed Combination is envisaged through certain steps, inter alia, relating to the transfer of Target Business, subscription of shares by JFE in JSW Kalinga and purchase of securities of JSW Kalinga by JFE from PSL.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 23rd December 2025, certain information and clarifications were sought from the Parties. The Parties submitted the response dated 31st December 2025, accordingly.

5. JFE is part of the JFE Group with JFE Holdings, Inc., at the top and incorporated in Japan, under which there are three operating companies, namely; JFE (involved in steel business), JFE Engineering Corporation (engaged in engineering business) and JFE Shoji Corporation (involved in trading business). JFE Holdings Inc. is engaged on a worldwide basis in the businesses centered around the production of steel, engineering activities related with steel, and global trading activities. JFE Steel produces inter alia, sheets, plates, shapes, pipes and tubes, stainless and specialty steels. JFE is engaged in the sale of steel products in India. Its wholly owned subsidiary, i.e., JFE Steel India Private Limited, conducts market research and collects information on the Indian market in relation to the steel sector.

6. JSW Kalinga is a wholly owned subsidiary of PSL, which is a subsidiary of JSW Steel. JSW Kalinga is yet to commence commercial operations.

7. JSW Sambalpur is a wholly owned subsidiary of JSW Kalinga. Post the Proposed Combination, it will own the Target Business.

8. As a result of the Proposed Combination, it is noted that JSW Steel (with a 82.65% shareholding) and JSW Shipping’s (with a 17.35% shareholding) interest in the Target Business will get diluted to 50% pursuant to the Proposed Combination.

9. It is submitted that the Parties are inter alia, engaged in broad market for sale of Finished Steel Products, market for sale of Flat Steel Products, and market for sale of Long Steel Products in India. Thus, the Parties exhibit the horizontal overlaps in the following segments/sub-segments: A. Market For the Sale of Finished Steel Products in India (Finished Steel Products Market) that may be segmented into: i. Market for Sale of Flat Steel Products (Flat Steel Market) that may be further segmented into – a) Market for Sale of Hot Rolled Coil & Sheets & Plates (HR-CSP) in India (HR-CSP Market); b) Market for Sale of Cold Rolled Coils & Sheets (CR-CS) in India (CR-CS Market); c) Market for Sale of Surface Coated Products (SCP) in India (SCP Market) that may be further segmented into Market for Sale of Galvanized Products (GP) in India (GP Market); d) Market for Sale of Tubes & Pipes (T&P) in India (T&P Market); ii. Market for Sale of Long Steel Products in India (Long Steel Market).

10. With respect to vertical linkages, it is submitted that, JFE Group (through JFE Shoji Corporation) has sold ferro alloy / ferro silicon (a raw material for the manufacture of steel products) in the open market in India, which has been purchased by the Target Business. Therefore, there exist a linkage between JFE Group and the Target Business in relation to ferro alloy / ferro silicon sold by the JFE Group in India and steel products produced / manufactured by the Target Business in India.

11. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in any of the plausible relevant market(s) in India.

12. Based on the submissions of the Parties, the Commission noted that the combined market share of the Parties in Finished Steel Products Market, Flat Steel Market, HR-CSP Market, T&P Market, and Long Steel Market, in terms of volume (based on actual production and installed capacity in MT) is in the range of [0-5]% and combined market share of the Parties in CR-CS Market, SCP Market, GP Market, in terms of volume (based on actual production and installed capacity in MT) is in the range of [5-10]%. Further, each of the horizontal markets are characterized by the presence of large number of credible players such as Tata Steel Limited, Steel Authority of India Limited, ArcerolMittal and Nippon Steel India Limited, and Jindal Steel and Power Limited.

13. With reference to vertical linkage, the Commission observed that the presence of both the JFE Group in the sale of ferro alloy / ferro silicon in India and the Target Business in the sale of finished steel products in India is in the range of [0-5]%.

14. 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.

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

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

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