Malabar Gold and Diamonds Limited & 51 Other Transferor Companies — Combination C-2026/04/1413

Notice under Section 6(2) of the Competition Act, 2002 given by Malabar Gold and Diamonds Limited & fifty-one (51) Transferor Companies.

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

1. On 24th April 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by Malabar Gold and Diamonds Limited (MGDL) (Transferee Company) and fifty-one (51) Transferor Companies. [Hereinafter, Transferor Companies and Transferee Company are collectively referred to as ‘Parties’/ ‘Notifying Parties’.]

2. It is submitted by the Parties that the Transferee Company and all the Transferor Companies, forming part of the Proposed Combination are under the ‘control’ of the MGDL, i.e., Transferee Company.

3. The Proposed Combination is a merger of fifty-one (51) Transferor Companies with Transferee Company.

4. The Notice was filed pursuant to the execution of Scheme of Amalgamation (Scheme) under the Companies Act, 2013 executed among the Transferor Companies and Transferee Company and their respective shareholders and creditors.

5. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 8th May 2026, certain information and clarifications were sought from the Parties. The Parties submitted the response dated 15th May 2026. Since the response was incomplete, another letter dated 27th May 2026 was issued to the Parties seeking the requisite information. The Parties submitted their response to the same on 11th June 2026.

6. Transferee Company is engaged in the business of manufacturing, sale and trading of gold jewellery, bullion, diamond studded jewellery, silver items, precious stones and metals, lifestyle products made from jewellery and other allied items, in wholesale and in retail, directly as well as through its franchisees.

7. It is submitted that except seven (07) Transferor Companies, namely (a) Ecomate Packaging Private Limited, (b) Malabar Equipments and General Traders Private Limited, (c) Malabar Packaging Private Limited, (d) Thas Displays Private Limited, (e) MGD Holdings Private Limited, (f) MG Precious Stone Trading Ventures Private Limited and (g) MBMG Diamonds Private Limited, all other Transferor Companies numbering forty-four (44) are primarily engaged in the business of sale and trading of gold jewellery, diamond studded jewellery, silver items, precious stones and metals, lifestyle products made from jewellery and other allied items, in retail or wholesale.

8. Out of aforesaid seven companies, one Transferor Company namely MBMG Diamonds Private Limited (MBMG) is a joint venture (JV) which mainly supplies diamond and diamond jewellery to other 44 Transferor Companies and also to Transferee Company. Four of the aforesaid seven Transferor Companies namely; (a) Ecomate Packaging Private Limited, (b) Malabar Equipments and General Traders Private Limited, (c) Malabar Packaging Private Limited, (d) Thas Displays Private Limited, are engaged in providing ancillary and support services relevant to jewellery business, to all the companies in the group. The said four companies provide packing material, display boards, office equipment, stationery & related activities, furniture, fixtures, etc. which are required for setting-up of jewellery showrooms. Further, one Transferor Company i.e., MGD Holdings Private Limited is a Core Investment Company having investments within the "Malabar Group" including many of the Transferor Companies.

9. Lastly, one Transferor Company, i.e., MG Precious Stone Trading Ventures Private Limited is a special purpose vehicle representing MGDL and holding 49% of the share capital of MBMG, a JV company wherein the Mahendra Brothers Exports Private Limited holds the rest 51% shareholding.

10. It is submitted that all the entities involved in the Proposed Combination operate under the common brand name “Malabar Gold and Diamonds” and that any market share attributable to the Parties is associated with the said brand. Further, it is stated by the Parties that there is no acquisition of any special rights in case of fifty (50) Transferor Companies (out of total of 51 Transferor Companies). However, in case of one Transferor Company viz., MBMG, there will be change in control as its JV partner viz., Mahendra Brothers Exports Private Limited, will give up 49.74 % shareholding consequent to the Proposed Combination.

11. The Commission notes that the Proposed Combination involves entities operating under the same brand and common control, and does not result in any addition to the market share or change in the competitive landscape. Nonetheless, the Commission notes that the Malabar Group continues to face significant competitive constraints from a large number of organised and unorganised market participants. The Indian jewellery retail market remains highly fragmented, with a substantial presence of unorganised jewellers alongside several regional and national organised players.

12. The Commission notes from the submissions of the Parties that a majority of the entities involved in the Proposed Combination are engaged in the business of sale and trading of gold jewellery, diamond-studded jewellery, silver items, precious stones and metals, lifestyle products made from jewellery, and other allied items, either at the retail or wholesale level. The Proposed Combination does not give rise to competition concerns in view of the aforesaid reasons and the nature of the Proposed Combination, irrespective of the precise market definition, and thus the Commission decides to leave the exact delineation of the relevant market open.

13. 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 appreciable adverse effect on competition (AAEC) in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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

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