Approval of Acquisition of Thriveni Pellets Private Limited by Tata Steel Limited

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/12/1354 20th January 2026

Notice under Section 6(2) of the Competition Act, 2002 given by Tata Steel 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 12th December 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Tata Steel Limited (Tata Steel/Acquirer) in relation to its proposed acquisition of 50.01% equity share capital of Thriveni Pellets Private Limited (TPPL/Target) [hereinafter, the Acquirer and the Target are collectively referred to as the ‘Parties’] from Thriveni Earthmovers Private Limited (TEMPL) pursuant to the execution of the Share Purchase Agreement between the Parties, TEMPL and Brahmani River Pellets Limited (BRPL) dated 10th December 2025 (SPA) [Proposed Combination].

2. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (‘Combinations Regulations’), vide letter dated 26th December 2025 (RFI), certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response to RFI on 31st December 2025 followed by additional voluntary submissions on 6th January 2026 and 14th January 2026.

Combination Registration Number: C-2025/12/1354

3. Tata Steel is a public limited listed entity engaged in integrated steel manufacturing operations, ranging from mining to steelmaking to further processing. It is inter alia also engaged in the mining of iron ore, and production of iron ore pellets, sponge iron and crude steel. The Commission noted that Tata Sons Private Limited (Tata Sons) is the principal investment holding company and promoter of Tata companies.

4. TPPL is a private limited company engaged in the sale of iron ore pellets. BRPL is a wholly owned subsidiary of TPPL and is also engaged in production and sale of iron ore pellets.

Assessment of Horizontal Overlaps

5. Based on the information contained in the Notice, the Commission observed that the activities of the Parties exhibit horizontal overlaps in the segment of manufacture and/or sale of iron ore pellets in India (Iron Ore Pellets Market). However, as submitted, the overlap is notional given that the relevant Tata Steel entities are presently engaged in the production of iron ore pellets majorly for captive purposes, and are not engaged in the sale of iron ore pellets to third parties1. The Commission observed that considering the lack of third party market presence of Tata Steel and also considering that the vertically integrated steel players primarily use iron ore pellets for captive consumption and non-integrated steel manufacturers source iron ore pellets from third party sellers such as TPPL, the assessment of Iron Ore Pellets Market is of more relevance in the vertical context. Accordingly, the same is examined in the subsequent part of this order.

Assessment of Vertical Linkages

6. The Commission observed that the activities of Tata Steel relating to: (i) mining of iron ore in India; (ii) production and/or sale of sponge iron in India ; and (iii) production and/or sale of semi-finished steel products/crude steel in India are vertically linked to the activities of TPPL and BRPL relating to the production and/or sale of iron ore pellets in India. Accordingly, the Proposed Combination gives rise to following vertical linkages: (i) upstream market for mining of iron ore in India (Iron Ore Market) and downstream Iron

1 The Acquirer clarified that Tata Steel has not made any sales of iron ore pellets to third parties in each of the last three financial years.

Combination Registration Number: C-2025/12/1354

Ore Pellets Market (Iron Ore - Iron Ore Pellets Linkage); (ii) upstream Iron Ore Pellets Market and downstream market for production and/or sale of Sponge Iron in India (Sponge Iron Market) (Iron Ore Pellets – Sponge Iron Linkage); and (iii) upstream Iron Ore Pellets Market and downstream market for production and / or sale of semi-finished steel products/crude steel in India (Semi-finished Steel Market) (Iron Ore Pellets – Semi Finished Steel Linkage).

7. The Commission observed that the key activity for all the vertical linkages between the Parties is the sale of iron ore pellets in India and the primary concern area for assessment is the likelihood of foreclosure of non-integrated steel manufactures because of denial of iron ore pellets as an input for manufacturing of steel due to potential captive usage of the iron ore pellets manufactured by TPPL. Thus, at the outset the Commission considered the presence of TPPL in the third party Iron Ore Pellets Market. The Commission noted that the market share of TPPL entities is in the range of [5-10]% and the third party sale segment is led by Rashmi Metaliks Limited and Rungta Mines Limited with market shares in the range of [15-20]% and [10-15]% respectively. Further, the market share of the Acquirer in the upstream Iron Ore Market based on overall sales value is [15-20]% and [0- 5]% based on third party/merchant sales volume and the market shares of the Parties in the downstream Sponge Iron Market and Semi-Finished Steel Market based on overall sales value is [0-5]% and [10-15]% respectively. The Commission further noted that each of the aforesaid market segments is characterized by various established players. Considering the presence of the Parties and the overall competition landscape in each of the aforesaid market segments, it does not appear plausible that the Proposed Combination can have any foreclosure effects on the non-integrated steel manufacturers and thus is not likely to cause appreciable adverse effect on competition (AAEC) in any plausible relevant market that could have been delineated for the purpose of competition assessment.

8. 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 Number: C-2025/12/1354

9. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

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

11. The Secretary is directed to communicate to the Acquirer accordingly.