Tata Steel Limited — Combination C-2025/11/1349

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 25th November 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 Tata Steel Limited (Tata Steel/Acquirer). The Notice was filed pursuant to the execution of the Share Purchase Agreement dated 12th November, 2025 executed amongst the Acquirer, Tata BlueScope Steel Private Limited (TBSPL/Target), BlueScope Steel Limited (BlueScope Australia) and the BlueScope Steel Asia Holdings Pty Limited (Seller) (SPA) [Hereinafter, the Acquirer and the Target are collectively referred to as ‘Parties’]

Combination Registration No. C-2025/11/1349

2. The Proposed Combination entails the acquisition by Tata Steel of remaining 50% equity stake in the Target from the Seller, such that upon such acquisition Tata Steel together with its wholly owned subsidiary Tata Steel Downstream Products Limited (TSDPL), shall hold the entire share capital of the Target (Proposed Combination) and the Target will become an indirect wholly-owned subsidiary of Tata Steel.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 08th December 2025 certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Acquirer. The response to the same was received on 10th December 2025.

4. Tata Steel, a public limited listed entity, is engaged in integrated steel manufacturing operations, ranging from mining to steelmaking to further processing. In India, Tata Steel operates in Jamshedpur and Gamharia in Jharkhand, as well as in Kalinganagar and Meramandali in Odisha, with an overall capacity of 26.6 MTPA. Tata Sons Private Limited (Tata Sons) is the promoter and primary holding company of Tata Steel.

5. Tata Steel is engaged in the production and sale of steel and related products, serving diverse sectors such as agriculture, automotive, construction, energy and infrastructure. It is inter alia also engaged in the mining of iron ore, and production of iron ore pellets, sponge iron and crude steel.

6. The Target is stated to be a 50:50 joint venture between Tata Steel and BlueScope Australia, through its wholly owned subsidiary, the Seller. In 2021, Tata Steel transferred its 50% shareholding in the Target to its wholly owned subsidiary, Tata Steel Downstream Products Limited (TSDPL). The Target is the sole entity operating in India and does not have any subsidiaries or affiliates. It operates in the coated steel segment, offering Surface Coated Products (SCPs) and associated solutions. It’s product portfolio includes metallic coated or galvanised steel products (GPs), pre-painted and colour coated steel products (CCPs) as coils or as end products with applications in roofing, walling, purlins, cladding, etc.

Combination Registration No. C-2025/11/1349

7. It has three (3) manufacturing facilities in India at (i) Jamshedpur, Jharkhand (ii) Meramandali, Odisha and (iii) Khopoli, Maharashtra. It also has plants operating in Sriperumbudur, Tamil Nadu and Bhiwadi, Rajasthan which are primarily engaged in cutting, bending and profiling of SCPs to produce the profiles required by customers and are not involved in the manufacturing of SCPs.

8. It is submitted that the Proposed Combination is limited to a change in the control of the Target i.e., from joint control (by Tata Steel, through TSDPL and the Seller) to sole control by Tata Steel and does not involve the acquisition of new assets, the introduction of a new controlling shareholder, or entry into new markets. Therefore, there will be no change in competition dynamics in any of the relevant markets due to the Proposed Combination.

9. Nonetheless, horizontal overlaps are identified between the activities of the Parties (including their affiliates) in the segment of SCPs in India which may be further segmented into GPs and CCPs. It is submitted that the relevant market, at the broad level be considered as the ‘market for manufacture and sale of SCPs in India (SCPs Market)’ that may be further segmented into (a) market for manufacture and sale of GPs in India (GPs Market); and (b) market for manufacture and sale of CCPs in India (CCPs Market) [Collectively referred to as ‘Horizontal Markets’].

10. Further, Parties also exhibit vertical relationship on account of the supply of the cold rolled coils and sheets (CR-CS) (in full-hard form/full hard cold rolled steel (FHCR)) by Tata Steel to the manufacturing and processing facilities of the Target, wherein the Target further processes the CR-CS to produce SCPs (Vertical Relationship 1). Further, there exist a potential for vertical relationship on account of (i) sale of GPs by Tata Steel in order to aid the manufacturing of the CCPs by the Target (Vertical Relationship 2); (ii) sale of SCPs by the Target to aid the manufacture and sale of modular prefabricated construction solutions (Modular Solutions) sold by Tata Steel (Vertical Relationship 3). Accordingly, for Vertical Relationship 1, the upstream relevant market may be considered as the ‘the market for manufacture and sale of CR- CS in India’ (CR-CS Market) and the downstream market as the SCPs Market. Regarding Vertical Relationship 2, the upstream relevant market may be considered as Combination Registration No. C-2025/11/1349 the ‘GPs Market’ and downstream market as the ‘CCPs Market’. In relation to Vertical Relationship 3, the upstream relevant market may be considered as the ‘the SCPs Market’ and the downstream relevant market as the ‘market for manufacture and sale of Modular Solutions in India’ (Modular Solutions Market) [ CR-CS Market, SCPs Market, GPs Market, CCPs Market and Modular Solutions Market are collectively referred to as ‘Vertical Relevant Markets’].

11. 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 plausible horizontal and vertical relevant market(s) in India.

12. Based on the submissions of the Acquirer, the Commission observed that SCPs are simply the aggregation of GPs and CCPs, with GPs forming the base metallic-coated product and CCPs representing its painted or colour-enhanced variant. Thus, SCPs and GPs are intrinsically linked, with CCPs being a derivative of GPs. The combined market shares of the Parties in the GP/SCP Markets and CCP Market is in the range of [10-15] % and [5-10] % respectively. Also, each of these markets are characterised by presence of several credible players, with JSW Steel Limited having significant presence.

13. With regard to Vertical Relationship 1, it is noted that the market share of Tata Steel in the CR-CS Market is in the range of [15-20] % in terms of production and sale, and [20- 25] % based on installed capacity while the market share of the Target in the downstream SCPs Market is in the range of [0-5] %. With regard to Vertical Relationship 2, it is noted that the Target does not currently procure GPs from Tata Steel and majority of its GP requirements are met through its own manufacturing. Further, it is noted that Tata Steel’s market share in the upstream in GPs Market as well as the Target’s market share in the downstream CCPs Market is in the range of [5-10] %. Regarding Vertical Relationship 3, the Target’s market share in the upstream SCPs Market is in the range of [0-5] % and Tata Steel’s market share in the downstream Modular Solutions Market is also in the range of [0-5] %. Therefore, in view of the above, the Proposed Combination is not likely to confer any incentive/ability to cause

Combination Registration No. C-2025/11/1349 foreclosure related competition concern in the aforementioned Vertical Relevant Markets.

14. 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.

15. This order may stand revoked if, at any time, the information provided by the Acquirer is found to be incorrect.

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

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