Mercuria Energy Netherlands B.V. and Tata International Singapore (Pte) Limited Joint Venture

COMPETITION COMMISSION OF INDIA Combination Registration No.C-2026/04/1410

26th May 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Mercuria Energy Netherlands B.V.

CORAM:

Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Order under Section 31(1) of the Competition Act, 2002

1. On 6th April 2026, 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 Mercuria Energy Netherlands B.V. (Mercuria) and Tata International Singapore (Pte) Limited (TISPL). The Notice was filed pursuant to the execution of the Joint Venture Agreement dated 6th February 2026 entered into amongst Mercuria, Mercuria Energy Group Limited (Mercuria Energy) and TISPL (JVA).

2. The proposed combination involves Mercuria Energy, through its subsidiary Mercuria, and TISPL entering into a JVA in respect of a joint venture company, i.e. JV Holding Co. (Target) to be established in Dubai International Financial Centre (DIFC), United Arab Emirates (UAE). There are also certain associated pre-closing restructuring and transfers (Proposed Combination). At the closing of the Proposed Combination, the Target will issue new shares to Mercuria and TISPL in return for cash subscriptions, resulting in Mercuria holding 51% and TISPL 49% of the Target’s issued share capital. Mercuria and TISPL are referred to as ‘Notifying Parties’ and Mercuria and the Target are referred to as the ‘Parties’.

3. The Proposed Combination involves, inter-alia, the following inter-connected steps:

a) Pre-closing of the Proposed Combination, implementation of a reorganisation by TISPL under which it incorporates: (i) the Target and a UAE branch; and (ii) its proposed wholly-owned subsidiary in India (META India).

b) Pre-closing of the Proposed Combination but post receipt of the approval of the Commission for the Proposed Combination, the transfer of the Indian trading business1 of Tata International Limited (TIL) to META India by way of business transfer (slump sale).

c) At the closing of the Proposed Combination, the Target will then acquire 100% of the shares in META India. This will be implemented on the basis of the terms and conditions of the sale and purchase agreement to be entered into between TISPL, the Target and META India.

d) In addition to the above, there are a few steps that will be undertaken in a few other jurisdictions outside of India to consolidate TISPL’s contributed trading businesses within the Target group.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 20th April 2026 certain information(s)/clarification(s) relevant for the purpose of assessment of the Proposed Combination were sought. The response to the same was received on 01st May 2026 after seeking extension of time. Certain voluntary submissions were provided vide communication dated 11th May 2026. Subsequently, TISPL was also made a notifying party to the Proposed Combination.

1 The trading business of TIL means the business of trading in commodities, including metals, minerals, agricultural products, and oil and gas, carried on by TIL in India.

5. Mercuria, a Netherlands-based global energy and commodity trading company is a subsidiary of Mercuria Energy. The ultimate parent entity of the Mercuria i.e., Mercuria Energy Group Holding Ltd., holds 100% of the voting capital stock in Mercuria Energy. Mercuria (together with its affiliates) belongs to the Mercuria group. Mercuria group consists of Mercuria (up to its Ultimate Controlling Persons (UCPs), its group entities, and their affiliates that meet the materiality thresholds (Mercuria Group). Its presence in India is through its joint venture, Indo Commodities International Pvt. Ltd., which does not carry out any market-facing activities, at present. However, it is stated to have an indirect presence through its various entities that sell and/or export into India. Mercuria’s core activities are in the trading of energy products, including crude oil and other petroleum products, as well as biodiesel, natural gas, electricity, carbon emission rights, coal, and to a lesser extent, base metals and petrochemicals. It also offers logistical services related to the trading of commodities and manages investments in the energy sector. In India, Mercuria’s activities are stated to be limited to trading of thermal coal and refined petroleum products.

6. The Target has currently not been incorporated and will operate as a joint venture entity of Mercuria and TISPL, post-closing of the Proposed Combination. Upon incorporation, the Target will be a wholly owned subsidiary of TISPL and a newly formed commodities trading and investment group incorporated in the DIFC, UAE, with an operating branch in the Dubai Multi Commodities Centre. Further, upon closing of the Proposed Combination, the Target will acquire 100% of the shares of META India, which will house TIL’s Indian trading business. The Target is proposed to house the trading business of: (i) TIL, the holding company of TISPL, through its subsidiary in India; and (ii) TISPL (including its subsidiaries) through subsidiaries in Singapore, Hong Kong, UAE and the United States of America. The Target will inter- alia primarily engage in the trading of commodities, specifically steel, agricultural products, dry bulk products, oil and gas, metals, environmental products and any other commodities as may be determined by the Target from time to time.

7. The Commission considered the activities of Mercuria, its affiliates, and the Target along with its downstream affiliates for mapping of overlaps/linkages for the purposes of competition assessment. Accordingly, based on the given information, the Commission observed that horizontal overlaps exist between the activities of the Parties.

8. With regard to horizontal overlaps, it is submitted that Mercuria (including its affiliates) and the Target (including its affiliates) have, inter-alia, presence in the following market segment(s): (a) market for trading of coal in India (Coal Trading Market) including its narrow segment of trading of thermal coal in India (Thermal Coal Trading Market); and (b) market for trading of crude oil and refined petroleum products in India (Oil Trading Market) including its narrow segment of trading of refined petroleum products in India (Refined Petroleum Trading Market).

9. Further, based on the submissions, the Commission noted that neither Mercuria nor the Target engage in the provision of services in India that may be considered vertical or complementary to the business operations of the Parties.

10. 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 aforesaid relevant market(s) in India, for the reason provided in the ensuing paragraph.

11. Based on the submissions, it is noted that the combined market shares of the Parties in the afore-mentioned markets are in range of [0-5] % with an insignificant incremental share. Further, each of these markets is characterised by presence of several other players. Thus, the Proposed Combination is not likely to raise competition foreclosure concern in India.

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.

13. This order may stand 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.