1. Lloyds Metals and Energy Limited   2. Thriveni Earthmovers and Infra Private Limited

Page 1 of 6 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/03/1254 13th May 2025 Notice under Section 6(2) of the Competition Act, 2002 jointly given by Lloyds Metals and Energy Limited, Thriveni Earthmovers and Infra Private Limited, Prakar Estates and Promoters LLP, Naaval Prakar Farms LLP, Aeon Trading LLP, Lloyds Enterprises Limited, Mahaprabhu Ventures Private Limited, and Indrani Patnaik CORAM: Ms. Ravneet Kaur Chairperson Ms. Sweta Kakkad Member Mr. Deepak Anurag Member Order under Section 31(1) of the Competition Act, 2002 1. On 5th March 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 Lloyds Metals and Energy Limited (LMEL), and Thriveni Earthmovers and Infra Private Limited (TEIL).1 In response to a communication issued under Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), Prakar Estates and Promoters LLP (Prakar Estates), Naaval Prakar Farms LLP (Naaval Prakar), Aeon Trading LLP (Aeon), Lloyds Enterprises Limited (Lloyds Enterprises), Mahaprabhu Ventures 1 The Notice was followed by voluntary submissions dated 6th March 2025. Combination Registration No. C-2025/03/1254 Page 2 of 6 Private Limited (MVPL), and Indrani Patnaik (Additional Investors) also became notifying parties to the Notice. The Notice has been given pursuant to execution of the Share Subscription Agreement entered amongst LMEL, Additional Investors, and TEIL on 17th February 2025 (SSA); and the Demerger Scheme filed with the National Company Law Tribunal (NCLT), Chennai on 9th October 2024 (Demerger Scheme). 2. The Proposed Combination envisages the following: - Subscription to the shares of TEIL: LMEL will subscribe to certain equity shares, representing 79.82% of the total issued, subscribed and paid-up equity share capital of TEIL. Further, the remaining equity shares, representing 20.18% of the total, issued, subscribed and paid-up equity share capital of TEIL shall be held by Additional Investors; - Merger of MDO Business: The mining development and operations (MDO) business (MDO Business) of Thriveni Earthmovers Private Limited (TEMPL) will be demerged from TEMPL to TEIL. As consideration for the demerger, TEIL will issue fully paid-up 9.5% non-cumulative non-convertible redeemable preference shares (RPS) to the shareholders of TEMPL (TEMPL Shareholders); and - Acquisition of Lloyds Surya: TEIL will acquire 99.83% shareholding in Lloyds Surya Private Limited (Lloyds Surya). It has been stated that LMEL shall provide a guarantee of up to INR 2,500 crore to the promoters of TEMPL or entities controlled by them for redemption of RPS. The redemption of the RPS will be guaranteed by LMEL, and the promoters of TEMPL shall have the right to require LMEL to acquire or redeem the RPS as per the agreed terms. 3. The notifying party(ies), vide communications dated 19th March 2025 and 7th April 2025 issued under Regulation 14 of the Combination Regulations, were required to remove defects from the Notice and furnish certain information relevant for the Combination Registration No. C-2025/03/1254 Page 3 of 6 purpose of assessment of the combination. The notifying party(ies) made their submissions vide responses dated 28th March 2025, 21st April 2025, and 26th April 2025. 4. It has been submitted that LMEL, belonging to the Lloyds Group as well as Thriveni Group, was incorporated in 1977 as an iron ore mining company. Currently, its business segments include: (a) iron ore mining; (b) Direct Reduced Iron (DRI/Sponge Iron) production; (c) generation of captive power; and (d) pellet trading. LMEL supplies iron ore fines and pellets mined/produced around the world. The business operations of the Lloyds Group include importing, exporting, and dealing in iron and steel, alloy steel scrap, steel tubes, pipes, and wires. Additionally, the Lloyds Group engages in investment activities, acquiring and managing shares, stocks, debentures, and other securities. 5. Lloyds Surya is a wholly-owned subsidiary of LMEL. It began operations recently. Currently, it transports iron ore mined by its holding company i.e., LMEL only. 6. TEIL and the MDO Business belong to the Thriveni Group. The Thriveni Group is a diversified mine developer, engaged in activities including exploration (through drilling operations), development and operations, mineral processing, equipment refurbishing, logistics and marketing services. TEIL is a newly incorporated entity. Currently, it does not have any business operations, in India or abroad. TEMPL, through its MDO Business, is engaged in the business of mine development and operation, providing end-to-end services (including through government contracts) in relation to iron ore, coal, baryte and manganese. 7. It has been submitted that MDO arrangements typically entail the mine leaseholders contracting out entire operations to the MDO service provider, a third party, which takes the responsibility of mining, developing and operating the particular mine and then supplying the extracted mineral to the mine leaseholder. The mine owner/leaseholder is solely responsible for determining the mining methodology, selecting the areas to be mined, and deciding the quantity of mineral to be extracted. This includes the preparation of a comprehensive and detailed mine plan in accordance Combination Registration No. C-2025/03/1254 Page 4 of 6 with applicable regulatory and technical standards. Once finalized, this mine plan is handed over to the MDO service provider for execution under a formal contractual arrangement. The MDO service provider is required to implement the plan as per the scope, timelines, and specifications defined by the mine owner. 8. With regard to the vertical linkages of iron ore mining, it has been submitted that the backward linkages include inputs such as transportation and raw materials, while the forward linkages relate to the processing of the ores including smelting, refining, semi- fabrication and manufacture of iron ore products. 9. It has been submitted that the MDO Business does not form part of the iron ore value chain and does not give rise to any horizontal overlaps/vertical/complementary relationships with mining of iron ore or production and sale of iron ore pellets. This is largely based on the argument that the MDO do not supply inputs to iron ore producers, nor do they depend on iron ore production for their activities. The iron ore value chain commences only when commercially extractable reserves are exploited. Since development operations precede extraction and do not result in the supply of raw materials or services to iron ore producers, they do not constitute an upstream or downstream activity within the iron ore value chain. 10. In this regard, the Commission observes that an MDO service provider renders services to mine owner/leaseholder by performing various activities inter alia drilling, excavation of minerals and associated rejects, spoils, sub-grade materials from the pits, hauling of the minerals to the processing plants and processing of the mineral for further use, hauling of the processed mineral to designated stockyards and proper storage, analysis of the quality of the mineral mined, ensuring security of the mining area where the MDO services are being carried out. In other words, the MDO provide service to the mine owner/leaseholder by bundling one or more activities required to extract minerals and in precedence and furtherance of the same. 11. Further, it is observed that MDO service provider groups one or more of the activities depicting vertical linkages and may supply them as packages to the mine owner/leaseholder, doing away with the requirement of mine owner/leaseholder to