Combination involving Thriveni Earthmovers, Lloyds Engineering Works, and others · C-2026/03/1398

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/03/1398

12th May 2026

Notice under Section 6(2) of the Competition Act, 2002 jointly given by Thriveni Earthmovers Private Limited, Lloyds Engineering Works Limited, Lloyds Infrastructure & Construction Limited, Metalfab Hightech Private Limited, and Techno Industries Private 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 March 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6 (2) and 6A of the Competition Act, 2002 (Act) jointly given by Thriveni Earthmovers Private Limited (TEMPL/Acquirer), Lloyds Engineering Works Limited (LEWL/Target/Transferee Entity), Lloyds Infrastructure & Construction Limited (LICL/Transferor Entity 1), Metalfab Hightech Private Limited (MHPL/Transferor Entity 2), and Techno Industries Private Limited (TIPL/Transferor Entity 3) [hereinafter, TEMPL, LEWL, LICL, MHPL, and TIPL are collectively referred as the ‘Notifying Parties’]. The Notice was filed pursuant to the (i) Board resolutions issued by Notifying Parties, (ii) Scheme of merger by absorption between LICL, MHPL, and TIPL into LEWL, which was approved by LEWL, LICL and MHPL vide their board resolutions each dated 29th December, 2025 and (iii) Stock Exchange disclosure dated 09th February, 2026 by LEWL pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to the Block Deal (defined below).

2. The Proposed Combination envisages the following –

a. Block Deal – Acquisition of 7.14% stake in LEWL by TEMPL on the BSE on 09th February 2026.

b. Merger – Merger of LICL, MHPL and TIPL into LEWL, which is the surviving entity.

3. As a result of the Proposed Combination, the Thriveni Group, through TEMPL and Streamland Estate LLP (SEL), will hold 26.65% shareholding in LEWL. Consequently, Thriveni Group will acquire joint control over LEWL and, in effect, also acquire control over TIPL and MHPL as they would be merged into LEWL post the Proposed Combination. Thriveni Group already exercises control over LICL and will continue the same after Proposed Combination.

4. In terms of Regulation 14 of the Combination Regulations vide letter dated 24th March 2026, certain information and clarifications were sought from the Notifying Parties. The Notifying Parties submitted the response dated 31st March 2026 (Response 1). Since the response was not complete, another letter was issued on 09th April 2026, and the response dated 16th April 2026 to the same was submitted by the Notifying Parties (Response 2).

5. TEMPL provides end-to-end contract mining services, which includes exploration, drilling, mining, excavation, hauling, sizing, minerals processing and transportation. It was also engaged in coal and mineral trading, coal production, manufacturing of solid blocks and leasing of mining equipment (MDO Business) as well as investment activities. In 2025, the MDO Business of TEMPL was demerged from TEMPL to Thriveni Earthmovers and Infra Private Limited.1 It is submitted that TEMPL no longer carries out MDO Business/Mining Segments. TEMPL solely carries out investment activities.

6. LEWL is engaged in the business of (i) designing and manufacturing of heavy equipment and machinery for various sectors such as hydrocarbon, naval and defence, steel, power, marine, and turnkey projects and (ii) construction contracting. Currently, its equipment and machinery portfolio includes industrial process plant equipment such as high quality pressure vessels, columns, heat exchangers, boilers, gas/air dryers, marine loading arms and naval steering gear and stabilizer systems. It is stated that LEWL does not manufacture any machinery/equipment that can be used in the mining sector. Its construction contracting operations are segmented into three verticals - (i) civil construction of residential and commercial properties, (ii) interior fitout work and (iii) theme-based construction projects.

7. LICL is owned by LEWL (24.20%) and SEL - a Thriveni Group Company (74.57%). It is established for the purposes of undertaking construction activities such as design, engineering and construction of road infrastructure, bridge infrastructure, railway infrastructure, industrial civil work, township, slurry pipeline, as well as undertakes erection and installation of steel structures, technological structures and equipment, electrical and instrumentation components and mechanical & utilities etc. As a result of the Proposed Combination, LICL will be merged into LEWL and will remain under the joint control.

8. MHPL is engaged in the business of lightweight engineering of equipment with major focus on designing and manufacturing of steel and technological structures. Its current portfolio of products serves sectors such as iron, steel, thermal power, highways and railways and includes products such as primary, secondary and temporary steel structures for process equipment, hanger rods, buckstays, steel girders, beams and coal silos. MHPL belongs to LEWL.

9. TIPL is a wholly owned subsidiary of LEWL and is engaged in the business of manufacturing elevators and escalators, motors and pumps.

10. In the present matter, an overlap assessment has been carried out between LEWL, TIPL and MHPL along with their downstream controlled entities, their affiliates, affiliates of their controlled entities and controlled entities of their affiliates, on one hand and the controlled entities of UCPs of Thriveni Group, affiliates of such UCPs and affiliates of controlled entities of such UCPs, on the other hand. LEWL and TEMPL (through its affiliates) exhibit horizontal overlaps in the ‘broad market for real estate in India’. Further, in this regard, the Commission noted the submission of the parties that real estate activities undertaken by LEWL are limited to State of Maharashtra whereas real estate activities undertaken by relevant Thriveni Group Entities are limited to the State of Tamil Nadu. Accordingly, there is no overlap at State or City Level. Based on the submissions of the Notifying Parties, it is noted that there are no vertical linkages and/complementary overlaps in the activities of the Thriveni Group on one hand and LEWL, TIPL and MHPL on the other hand.

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 the above-mentioned market(s) in India.

12. Based on the submissions, the Commission noted that the combined market share of the Notifying Parties in the broad market for real estate in India, in terms of value, is in the range of [0-5]% and the incremental market share in the above-mentioned market is less than 1%.

13. 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.

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

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

16. The Secretary is directed to communicate to the Notifying Parties accordingly.

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1 Transaction was notified to the Commission vide Combination Registration No. – 2025/03/1254.