Approval of Acquisition of Thriveni Pellets Private Limited by Lloyds Metals · C-2025/09/1324

[Image omitted. See the official document.]

[Image omitted. See the official document.]

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/09/1324

07th October 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Lloyds Metals and Energy 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 08th September 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 Lloyds Metals and Energy Limited (LMEL/Acquirer).

2. The Notice was filed pursuant to the execution of the Share Purchase Agreements (SPAs) dated 12th August 2025, amongst (i) Adler Industrial Services Private Limited (Adler), LMEL, and Thriveni Pellets Private Limited (TPPL/Target) (SPA 1), and (ii) Thriveni Earthmovers Private Limited (TEMPL), LMEL, and TPPL (SPA 2). [Hereinafter, the Acquirer and the Target are collectively referred as the ‘Parties’].

Combination Registration No. C-2025/09/1324

3. Later, Adler also became the notifying party by furnishing relevant documents. [Hereinafter, the Acquirer and Adler are collectively referred as ‘Notifying Parties’].

4. The Proposed Combination involves:

• i. Acquisition of 49% shareholding of TPPL by LMEL from Adler. The consideration will be paid partly in cash and partly in shares (amounting to less than 1% of shareholding in LMEL).
• ii. Acquisition of 0.99% shareholding of TPPL by LMEL from TEMPL. The consideration will be paid in cash.

5. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 18th September 2025, certain information and clarifications were sought from the Acquirer and the Acquirer submitted the response to the same dated 26th September 2025 (Response).

6. LMEL, a listed entity, operates as an iron ore mining company. Primarily, its business segments include: (a) iron ore mining; (b) Direct Reduced Iron (DRI) production; (c) generation of captive power; and (d) pellet trading. LMEL also supplies iron ore fines and pellets mined/produced around the world.

7. TPPL is engaged in the sale of iron ore pellets in India. TPPL’s wholly owned subsidiary, Brahmani River Pellets Limited (BRPL), is engaged in production as well as sale of iron ore pellets in India.

8. With regard to horizontal overlaps, it is submitted that the Parties exhibit overlap between relevant LMEL affiliate entities (i.e., LMEL and its affiliates) and relevant TPPL affiliate entities (i.e., TPPL and BRPL) in the market for manufacture and/or sale of iron ore pellets in India.

9. With regard to vertical linkages, it is submitted that there is no existing vertical relationship between the relevant LMEL entities and relevant TPPL entities. However, Parties have identified certain potential vertical relationships between the business activities of relevant LMEL affiliates on one hand and relevant TPPL affiliate on the other hand in the following markets– (a) LMEL is present in the market for mining of iron ore in India (Upstream Market 1), and relevant TPPL entities (i.e., TPPL and BRPL) are present in the market for the production and/or sale of iron ore pellets in India (Downstream Market 1); and (b) relevant TPPL entities (i.e., TPPL and BRPL) are present in market for production and/or sale of iron ore pellets in India (Upstream Market 2), and LMEL is present in the market for production and/or sale of sponge iron in India (Downstream Market 2).

10. 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 (AAEC) in any of the plausible relevant market(s) in India.

11. Based on the submissions of the Acquirer, the Commission noted that the combined market share of the Parties in terms of volume and value in the market for production and/or sale of iron ore pellets in India is in the range of [0-5] %. Further, the Commission noted that the market share of LMEL in terms of volume and value in Upstream Market 1 is in the range of [0-5] % and [5-10] %, respectively and the market share of the relevant TPPL affiliates in terms of the volume and value in Downstream Market 1 is in the range of [0-5] %. The Commission also noted that the market share of the relevant TPPL affiliates in terms of the volume and value in Upstream Market 2 is in the range of [0-5] % and the market share of LMEL including affiliates in terms of the volume and value in Downstream Market 2 is in the range [0-5] %. Moreover, there are other players with higher market shares than the Parties present in the said markets.

12. 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.

Combination Registration No. C-2025/09/1324

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

14. 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.

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