1. Triumph Composites Private Limited (Formerly, known as Triumph Non-Ionics Private Limited)     2. Quartz Fiber Private Limited

COMPETITION COMMISSION OF INDIA

Combination Registration No.C-2025/06/1293

16^th September 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Triumph Composites Private Limited and Quartz Fibre 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 23^rd June 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 Triumph Composites Private Limited (Acquirer 1) and Quartz Fibre Private Limited (Acquirer 2) [Collectively Acquirer 1 and Acquirer 2 are referred to as ‘Acquirers’]. The Notice was filed pursuant to inter alia execution of Master Share Purchase Agreement dated 13^th February, 2025 entered into amongst Acquirer 1, 3B Lux S.À R. L (3B Lux), Owens Corning, Artek US Holding Corp. and Ayana Chemicals Singapore Pte. Limited (MSPA).

2. The proposed combination entails the sale of Owens Corning’s glass fibre reinforcement business in India through acquisition of the entire shareholding of IPM Inc. (Seller 1) and OC NL Invest Cooperatief U.A. (Seller 2) [together, ‘OC India Sellers’] in Owens-Corning (India) Private Limited (Target) by the Acquirers, pursuant to the MSPA (Proposed Combination) [Hereinafter, Acquirers and Target are together referred to as ‘Parties’].

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letters dated 04^th July 2025 and 22^nd July 2025, certain information(s)/clarification(s) were sought from the Acquirers. The responses to the same were received on 15^th July 2025 and 6^th August 2025 respectively. Further, voluntary submissions were received on 20^th August 2025 and 21^st August 2025. As the responses were not complete on certain issues, the Commission in its meeting held on 26^th August 2025 directed to seek the same from the Acquirers. Accordingly, the Acquirers were issued letter dated 29^th August 2025 and the complete response was received on 3^rd September 2025.

4. The Acquirers are primarily holding companies, having no business operations and are engaged in the broader business of glass fibre products through their indirect subsidiaries. The Acquirers belong to the Praana group that inter alia comprise of members of the Goenka Family.

5. The Acquirers, through their indirect subsidiaries i.e., Goa Glass Fibre Limited (GGFL) and Advanced Composites Private Limited (3B ACPL), are present in the broader business of glass fibre reinforcement, and specifically in the market for the manufacturing and/or supply of certain glass fibre products in India. The Acquirers are active in glass fibre products such as Dry Use Chopped Strands (DUCS), Chopped Strand Mat (CSM), Assembled Rovings (AR), Direct Rovings (DR), WR/Fabrics, and Chopped Filament Mat (CFM) [Hereinafter, DUCS, CSM, AR DR, WR/Fabrics and CFM are collectively referred to as the ‘Relevant Product Segments’].

6. Additionally, in India the Praana group through its entities such as Artek Surfin Chemicals Limited, and Sterling Auxiliaries Private Limited is also active in producing metal finish chemicals, surfactants, etc.

7. The Target belongs to the Owens Corning group. The ultimate controlling entity of the Target is Owens Corning, a corporation incorporated in Delaware. The shareholders of the Target are Seller 1 and Seller 2 with a shareholding of 60% and 40% respectively. In India, the Target is engaged in the business of glass fibre products such as DUCS, CSM, AR, DR, WR/ Fabrics, and CFM.

8. Glass fibre products are made from fine strands of glass and are valued for their strength, durability and resistance to corrosion. These materials are widely used in construction, automotive, aerospace, marine, and wind energy industries. When combined with other materials to create composites like fibre glass, they provide enhanced performance compared to traditional materials like steel and wood. For example, glass fibre products make products lighter, stronger and more long-lasting. This makes them ideal for use in manufacturing of car parts, wind turbine blades, bridges, sports equipment, etc. By improving traditional designs, glass fibre products have made many applications more efficient, cost-effective, and sustainable.

9. A brief summary of the key products and their characteristics and end use of the Relevant Product Segments are provided below:

• a) CSM: CSM is made from glass fibres that are chopped into shorter lengths and then bonded together with a substance called a “binder”. The fibres in CSM are randomly oriented, which also provides isotropic properties, and brings high conformability.
• b) DUCS: DUCS are discontinuous fibres used primarily in compounding processes or to produce non-woven mats. Customers use these in a broad range of glass reinforced compounds to make smaller, high-volume parts mainly from injection molding machines where continuous fibres are not possible.
• c) DR: It is the primary reinforcement for filament winding and pultrusion applications and is the input fibre used to produce woven roving and knitted fabrics. Due to their excellent dry tensile strength, DRs are ideal for high glass content applications like pultrusion and filament winding. Because the fibre is used as input for woven roving and knitted fabrics, DR are also widely used in open mold and infusion applications when configured into fabrics.
• d) AR: AR are continuous glass fibres bonded together with high-performance sizings and gathered together into strands without twist. Some applications include automotive body parts, structural automotive parts, pick-up truck caps, heavy truck parts, recreational vehicle housings, tub and shower units, door skins, wall panels, boats, swimming pools, tanks, and utility boxes.
• e) WR/Fabrics: Fabrics or WR are mainly manufactured from direct rovings and are best defined as mats that have oriented fibres that are held in place by physical linkage such as weaving, knitting or stitching. WR/ Fabrics are used to produce high-strength, structurally demanding solid composite applications such as shipping containers, ballistic armor, wind generator blades, and less demanding applications including composite doors and marine boat hulls.
• f) CFM: CFM is made from continuous glass fibres laid down in a systematic manner creating loops and bonded together with a binder. This structure provides excellent uniformity and planner isotropic properties, meaning the mat has equal strength in all directions. CFMs are known for their high tensile and flexural strength, making them suitable for applications requiring high mechanical performance. They are also easy to handle and cut, which makes them ideal for processes like pultrusion, Resin Transfer Molding (RTM), and vacuum casting.

10. It is submitted that the Parties are active in the business of the following glass fibre products in India: (i) CSM, (ii) AR, (iii) DR, (iv) DUCS, (v) WR/Fabrics, and (vi) CFM.

11. The Parties exhibit horizontal overlaps in the broader segment of market for supply of glass fibre products in India and at the narrowest level in the following markets: (a) market for supply of CSM in India (CSM Market); (b) market for supply of AR in India (AR Market); (c) market for supply of DR in India (DR Market); (d) market for supply of DUCS in India (DUCS Market); (e) market for supply of WR/Fabrics in India (WR/Fabrics Market); and (f) market for supply of CFM in India (CFM Market).

12. As per the submissions in the Notice, there are no (i) complementary activities or (ii) existing vertical relationships, nor any existing supply arrangements between the Acquirers and the Target. Further, in addition to the horizontal overlaps, Acquirers have identified a potential vertical relationship between the Parties, given that WR/Fabrics is a downstream product manufactured by ‘weaving’ the upstream product, DR. Accordingly, the Parties exhibit potential vertical linkage in (i) supply of DR in India (Upstream DR Market) and (ii) supply of WR/Fabrics in India (Downstream WR/ Fabrics Market).

13. 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.

14. With regard to the horizontal overlapping markets/segments, the Commission observed that the combined market shares of the Parties in the relevant markets/segments are as follows for Financial Year (FY) 2025:

• a) For the broader market for supply of glass fibre products, the combined market share is in the range of [25-30] % by volume and the remaining share is attributed to imports;
• b) For the CSM Market, the combined market share is in the range of [30-35] % in volume terms and [40-45%] in value terms. In this segment, imports attribute to more than 55% of the market. Further, the Commission noted that there has been a recent entrant in this segment i.e., MASSS Composites, with an installed capacity of ~10,000 metric tons (MT).
• c) For the AR Market, the combined market share is in the range of [35-40] % in volume terms and [45-50] % in terms of value, and the remaining share is attributed to imports. Further, market shares for the last 5 years demonstrates that the combined market share has almost halved in the last 5 years, i.e. the combined market share reduced from [60-65] % in FY 2020-21 to [35-40] % in FY 2024-25, and at the same time, there has been an increase in share of imports during the same period i.e. [60-65] % in FY 2024-25. Further, there is another competitor, Jushi India Fiberglass Private Limited (Jushi) with a market share in the range of [20-25] % (both in value and volume terms) that may also continue to provide competitive constraints to the combined entity, post the Proposed Combination.
• d) For the DR Market, the combined market share of the Parties is in the range of [35-40] % in volume terms with an incremental market share of [0-5] % and [40-45] % in terms of value with an incremental market share of [5-10] %. Thus, imports attribute to more than [55-60] % market share. Further, market shares for the last 5 years demonstrates that the combined market share (volume terms) of Parties has reduced from [60-65] % in FY 2021-22 to [35-40] % in FY 2024-25, on the other hand share of imports has increased proportionately.
• e) For the DUCS Market, the combined market share of the Parties in terms of value and volume is in the range of [5-10] %, and the remaining share is attributed to imports. Thus, indicating that imports provide a competitive constraint to the Parties. Further, there has been a steady increase in imports in the last 5 years and Jushi has been acting as the market leader in this segment.
• f) For the WR/Fabrics Market, the combined market share of the Parties in terms of value and volume is in the range of [30-35] % with insignificant incremental market share. Further, for the last 5 years, the combined market share (volume terms) has reduced from [45-50] % in FY 2020-2021 to [30-35] % in FY 2024-25, on the other hand share of imports has increased nearly in proportion.
• g) For the CFM Market, the combined market share in terms of value and volume is in the range of [75-80] % and the remaining market share is attributed to imports. Regarding this segment, the Commission notes that the entire domestic consumption of this segment is met through imports as the Parties are also present in this segment only through imports from their respective group entities. Further, Acquirers have submitted that this segment has abysmally low demand [0.16] % of the total demand (its demand was <1 kilotonne (KT) in FY 2024-25 as against the total demand of the relevant products of ~ 410 KT - 420 KT). Further, there are also instances of consumers switching to other substitutes such as CSM or stitched fabrics.

15. In view of the above, the Commission noted that there are significant imports in all the aforementioned segments, exerting constraints on the Parties (i.e. approximately 60% of the domestic demand is catered and sourced through imports) in each of these product segments. The above market share data also indicates the increasing trend of imports displacing Parties’ share in the last 5 years.

16. In relation to the imports, it has been submitted that imports are highly price-competitive as it undercuts domestic prices and competes with domestic products in terms of quality, usage, durability, strength etc. Regarding the competition from imports, it is submitted that there is significant import of glass fibre products from other countries in the Indian market at relatively lower prices. Further, for these products, customers enter into spot arrangements that are typically subject to extensive negotiations.

17. With regard to the vertical overlap, it is noted that the combined market share in the Upstream DR Market, is in the range of [35-40] % and [40-45] % in terms of volume and value, respectively and in the Downstream WR/Fabrics Market, the combined market share is in the range of [30-35] % both in terms of value and volume. However, given the significant presence of imports in both the aforesaid upstream and downstream segments, the Commission is of the view that the vertical linkage arising from the Proposed Combination is not likely to confer any ability or incentive to the resulting entity post the Proposed Combination to engage in input and/or customer foreclosure. Thus, in view of the same, the Proposed Combination does not appear to raise competition foreclosure concern.

18. 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.

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

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

21. The Secretary is directed to communicate to the Acquirers accordingly.