Approval of Acquisition of Krosaki Harima Corporation by Nippon Steel Corporation

COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2025/10/1339) 6th January 2026 Notice under Section 6(2) of the Competition Act, 2002 given by Nippon Steel Corporation

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 17th October 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act), given by Nippon Steel Corporation (Nippon Steel/Acquirer). The notice was filed pursuant to a resolution adopted at the meeting of board of directors of Nippon Steel on 1st August 2025 to acquire certain shareholding in Krosaki Harima Corporation (Krosaki/Target) [hereinafter, Nippon Steel and Krosaki are collectively referred to as the ‘Parties’].

2. Nippon Steel, currently, directly and indirectly, holds 46.6% shareholding in Krosaki (Existing Investment). Further, to the Existing Investment, Nippon Steel proposes to acquire the entire remaining shareholding of Krosaki (i.e., 53.4%) by way of a tender offer and potential squeeze out (if applicable), such that Nippon Steel’s shareholding in Krosaki would be 100%, and Krosaki would be a wholly-owned subsidiary of Nippon Steel (Proposed Combination).

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 31st October 2025 (RFI 1), the Acquirer was required to provide certain information/document(s). The Acquirer filed the response to RFI 1 on 21st November 2025 after seeking extension of time (Response 1). As certain defects and discrepancies were observed on examination of Response 1, vide letter dated 4th December 2025, issued under Regulation 14 of the Combination Regulations, in continuation of RFI 1 and Response 1 (RFI 2), the Acquirer was again asked to remove defect(s), explain discrepancies and furnish requisite information. The Acquirer filed the response to RFI 2 on 15th December 2025 followed by additional voluntary submissions on 19th December 2025.

4. Nippon Steel is a Japan-based steelmaker. Nippon Steel (including its group) entities (‘Nippon Steel Group’1) has manufacturing bases in Japan and 16 other countries worldwide. The Nippon Steel Group undertakes business in four (4) areas, i.e., steelmaking and steel fabrication, engineering and construction, chemicals and materials, and system solutions.

5. Krosaki is a public listed company established in Japan. Globally, Krosaki has a presence in over 50 countries and is engaged broadly into four (4) businesses i.e., refractory products, refractory engineering services, furnace and ceramics.

6. The Commission considered the activities of the Parties (including their affiliates) for identification of areas of horizontal overlaps and vertical/complementary linkages. Based on the information contained in the Notice, the Commission observed that the Proposed Combination does not entail any horizontal overlaps. However, the activities of Krosaki relating to: (i) manufacture/sale of refractory products; and (ii) provision of refractory engineering services are vertically linked to the activities of Nippon Steel relating to manufacture/sale of steel in India. As regards the refractory engineering services, it has been stated that same can be provided on a composite basis with refractory products (regardless of material or shape characterisation i.e., regardless of

1 As submitted, there are no controlling shareholder(s) or parent entity(s) above Nippon Steel.

basic shaped, basic non-shaped, non-basic shaped and non-basic unshaped), or on a standalone basis. The Commission considered the submissions of the Acquirer in relation to the refractory engineering services together with the information on extent of current linkages and decided that the same does not require a separate assessment. Accordingly, the Proposed Combination is assessed for any likelihood of appreciable adverse effect on competition (AAEC) resulting from vertical linkages between refractory products and steel.

Assessment of Refractory Products-Steel Linkage

7. The Commission noted that refractory products are materials designed to withstand very high temperatures required in modern manufacturing processes. Refractory products typically possess higher heat resistance than metals and are accordingly used to line the hot surfaces found inside many industrial processes. In addition to thermal resistance, refractory products are also known to be resistant to physical wear and tear and corrosion by chemical agents and thus are used in high-temperature industrial processes across key sectors such as steel, cement and glass.

8. The Commission further observed that the refractory products can be broadly segmented based on: (i) the chemical composition of the refractory; and (ii) the shape or form of the refractory. In terms of the chemical composition, the refractories can be segmented as: (i) basic refractories; and (ii) non-basic refractories. A basic refractory can be used in an alkaline environment and includes refractory products consisting mainly of magnesium oxide and calcium oxide and a non-basic refractory can be used in an acidic or neutral environment and includes refractory products consisting mainly of bauxite and andalusite or silica. On the basis of the shape or form of refractories, refractory products can be classified as: (i) shaped refractory products; and (ii) unshaped refractory products. Shaped refractories are supplied in a form which is immediately useable by the customer (e.g., bricks, ladles, tubes), they normally have a denser structure than unshaped products while unshaped refractories include all monolithic (powder-based) products used for linings and are usually processed and applied in the equipment itself. Basis the aforesaid, the Commission considered the

following relevant upstream refractory products markets: (i) non-basic unshaped refractory products; (ii) non-basic shaped refractory products; (iii) basic unshaped refractory products; and (iv) basic shaped refractory products (hereinafter, collectively called as ‘Upstream Refractory Markets’). The Commission further noted that the refractory products may be classified further based on other criteria viz., in terms of raw material, user industry (steel/cement/non-ferrous), the stage of manufacturing process at which refractory product is to be used etc. However, the Commission observed that considering the lack of horizontal overlaps, and pre and post the Proposed Combination shareholding structure and control dynamics of Krosaki, such further classification is not necessary and the question of exact delineation of relevant market may be left open.

9. As regards the downstream market for steel, the Commission noted that manufacturers produce crude steel which is either captively consumed for the production of finished steel products or sold to third parties, which is thereafter used for the production of finished steel. Considering the value chain of manufacturing of steel, the Commission is of the view that the presence of the Parties in the segment of manufacturing/sale of finished steel in India (Downstream Steel Market) adequately captures the competition dynamics of the Proposed Combination.

Competition Assessment

10. At the outset, the Commission noted the competition landscape of the various Upstream Refractory Markets. As per the information submitted in the Notice: (i) in the segment of non-basic unshaped refractory products, the market share of Krosaki is in the range of [10-15]% with Vesuvias and RHI Magnesita, inter alia, being other competitors of Krosaki with an estimated market share in the similar range; (ii) in the segment of non-basic shaped refractory products, the market share of Krosaki is in the range of [30-35]% with RHI Magnesita with an estimated market share in the similar range as Krosaki and Vesuvias with an estimated market share of [15-20]%, inter alia, being other competitors of Krosaki;

(iii) in the segment of basic unshaped refractory products, the market share of Krosaki is in the range of [0-5]% with RHI Magnesita with an estimated market share in the range of [15-20]% and Vesuvias with an estimated market share of [5-10]%, inter alia, being other competitors of Krosaki; and (iv) in the segment of basic shaped refractory products, the market share of Krosaki is in the range of [25-30]% with RHI Magnesita with an estimated market share in the range of [20-25]% and Vesuvias with an estimated market share of [5- 10]%, inter alia, being other competitors of Krosaki.