ITC Limited

Page 1 of 12 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/08/1319 16th December 2025 Notice under Section 6(2) of the Competition Act, 2002 given by ITC 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 I. Background 1. On 22nd August 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by ITC Limited (ITC/Acquirer). 2. The Notice was filed pursuant to the execution of Business Transfer Agreement (BTA) dated 31st March 2025 executed amongst the Acquirer and Aditya Birla Real Estate Limited (ABREL/Seller). 3. The proposed combination envisages the Seller proposing to divest, and the Acquirer proposing to acquire, the paper and pulp manufacturing business of ABREL (Target Business), as a going concern, on slump sale basis and in accordance with the terms and conditions set out under the BTA (Proposed Combination). The Acquirer and the Target Business are collectively referred to as the ‘Parties’. Combination Registration Number: C-2025/08/1319 Page 2 of 12 4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letters dated 4th September 2025 and 8th October 2025, certain information and clarifications were sought from the Parties. The responses to these letters were submitted by the Parties on 26th September 2025 and 5th November 2025 respectively, after seeking extensions of time (Response). 5. In terms of Regulation 14(8) of the Combinations Regulations, the Commission also sought information from third parties i.e., certain customers of the Parties vide letters dated 20th November 2025. The Commission received responses from certain customers of the Parties on or before 8th December 2025, after issuance of reminder letters to some of them (Customer Responses). II. Parties to the Combination 6. The Acquirer, i.e. ITC Limited, is a listed Indian company functioning as a diversified conglomerate having presence in fast-moving consumer goods (FMCG) (including packaged food products, cigarettes, personal care products, education and stationery products, safety matches and agarbattis), paper/paperboards and packaging, agri- business, and information technology, among others. It is 100% held by the public and as such neither belong to any group nor has any ultimate controlling person. 7. The Seller, i.e. ABREL, is a listed Indian company and part of the Aditya Birla group. The Aditya Birla group is a global conglomerate that operates across diverse sectors such as metals, cement, textiles, carbon black, telecom, real estate, pulp and paper manufacturing and financial services. 8. The Target Business1 comprises the pulp and paper manufacturing business of ABREL. In India, the Target Business is engaged in the business of manufacturing, distribution and sale of paper and paperboard in India including uncoated writing & printing paper (such as creamwove, Maplitho and copier), kraft paper, virgin multi-layer board (VMLB), tissue paper, cup stock, stiffener paper etc. The Target business operates 1 Formerly known as Century Textiles and Industries Limited. Combination Registration Number: C-2025/08/1319 Page 3 of 12 through its manufacturing plant in Lalkuan, Uttarakhand, having supply operations pan India. III. Competition Assessment 9. For the purpose of overlap assessment, the activities of the Acquirer including its affiliates and the Target Business including its affiliates, as per the materiality thresholds, have been considered by the Commission. The Acquirer (among various other businesses) and the Target Business operate in the paper / paper board manufacturing industry. They both manufacture and sell a range of products, including uncoated writing and printing paper, packaging paper /board, and cup stock. Within these broader categories, there are narrower sub-segments, based on the Commission’s decisional practice and the classification provided by the Indian Paper Manufacturer Association (IPMA), which is the national association for paper manufacturers in India. Relevant Product Market 10. Manufacturing of paper and paperboard involves a process that transforms raw materials— primarily wood pulp, agri-residues, recycled fibres and various additives— into finished products used across industries. The production begins with pulping, where wood chips or recycled paper are broken down into fibers using mechanical or chemical methods. The pulp is then refined, cleaned, and bleached (if necessary) to achieve the desired quality. Next, the papermaking process takes place, where the pulp mixture is spread onto a moving screen, allowing water to drain and fibers to form a continuous sheet. The sheet is then pressed, dried, and smoothed to create the final paper or paperboard product. Different grades of paper/paperboard require additional processing steps as they are customised to meet industry-specific needs. At the broadest sector level, the Commission has considered relevant product market as the market for ‘manufacturing and sale of paper and paperboard’, which can be further sub-segmented into narrower categories based on various parameters. 11. Paper products are not homogenous in nature and their usage varies based on the weight (gram square meter i.e., GSM), thickness, brightness, smoothness, stiffness, cobb value (water absorbency), tear factor, burst factor, colour and other technical features of the Combination Registration Number: C-2025/08/1319 Page 4 of 12 paper. Furthermore, based on the type of raw material used, paper may be categorized into: (i) virgin fibre material; or (ii) recycled raw material. Additionally, depending on the end-use, the main categories of paper include: (i) writing and printing paper; (ii) newsprint paper; (iii) packaging paper and board; (iv) magazine/ poster paper; (v) tissue paper; and (vi) other speciality paper for industrial usage such as, cigarette paper, stiffener paper/ board, decorative paper, ledger paper and specialty board. 12. Within the broad paper and paperboard segment, the first narrow segment is writing and printing paper. Based on Commission’s decisional practice, the writing and printing paper can be further segmented into uncoated and coated paper, respectively. Uncoated writing and printing paper is a type of paper that lacks a glossy or matte coating, giving it a natural and porous texture. This allows ink to be absorbed more efficiently, making it ideal for applications such as books, office documents, notebooks, and commercial printing. Business activities of the Parties overlap only in the narrow segment of uncoated writing and printing paper. 13. The uncoated writing and printing paper can be further segmented into narrower sub- segments of (i) creamwove / low brightness Maplitho, (ii) high bright 88 + brightness Maplitho (‘Maplitho’) and (iii) copier paper. With regards to Maplitho, the Parties activity overlap only in the sub-segment of Maplitho – high bright 88+ brightness i.e., Maplitho. Such Maplitho paper is a premium grade uncoated paper known for its high surface smoothness and exceptional brightness. This type of paper is widely used for schoolbook publications, annual reports, journals, diaries, writing pads, and commercial printing due to its superior printability and smooth writing experience. Copier paper is a high-quality, thin paper designed for use in copiers, printers, and other office machines. It is typically sold in reams of 500 or 1,000 sheets and comes in various sizes, with A4 and A3 being the most common. 14. Furthermore, the broad market for paper and paperboard can also be segmented into a narrow segment of packaging paper/paperboard. Papers and paperboards, initially manufactured from processed pulp, undergo further refinement to create specialized variants designed for various packaging applications in the form of paper or paperboard. These materials are widely used in sectors such as food and beverages, pharmaceuticals,