Tata Steel Limited — Combination C-2026/06/1431

Notice under Section 6(2) of the Competition Act, 2002 given by Tata Steel Limited

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 2nd June 2026, 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).

2. The Notice was filed pursuant to the execution of the Share Purchase Agreement (SPA) dated 15th May, 2026, inter se, between TM International Logistics Limited (TMILL/Target), the Acquirer and IQ Martrade Holding Und Management GmbH (IQ Martrade/Seller) [hereinafter, the Acquirer and the Target are collectively referred to as ‘Parties’].

3. The proposed combination entails an acquisition of the entire shareholding of IQ Martrade in the Target comprising 23% equity shares of the Target by the Acquirer (Proposed Combination).

Combination Registration Number: C-2026/06/1431

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letters dated 15th June 2026, 30th June 2026 and 29th July 2026 certain information and clarifications were sought from the Acquirer. The Acquirer submitted responses on 19th June 2026, 3rd July 2026 and 5th August 2026, respectively (Responses) along with voluntary submissions dated 15th July 2026 and 16th July 2026.

5. The Acquirer is a public limited listed entity, engaged in integrated steel manufacturing operations, ranging from mining to steelmaking to further processing. The Commission noted that Tata Sons Private Limited (Tata Sons) is the principal investment holding company and promoter of Tata companies.

6. Target, a public limited company, is a joint venture between Tata Steel, IQ Martrade and NYK Holdings (Europe) B.V. (NYK Europe) in the ratio [51:23:26]. Pursuant to the Proposed Combination, IQ Martrade shall cease to be a shareholder of the Target, and Tata Steel and NYK Europe shall hold 74% and 26% equity shareholding in the Target, respectively.

7. The Target is stated to be incorporated primarily to cater to the logistics and cargo transportation requirements of Tata Steel. Over the years, Tata Steel has remained both the majority shareholder and the anchor customer of the Target, and the Target has, accordingly, developed its business around servicing Tata Steel’s operational and transportation requirements across various segments of the logistics value chain, including railway cargo and transportation services, port operation and cargo handling services, freight forwarding and other value-added services. While Tata Steel and its group companies constitute Target’s principal customer base, TMILL also provides these logistics services to independent third-party customers.

8. For the purpose of identifying the relevant areas for competition assessment of the Proposed Combination, the Commission considered the activities of Acquirer (including its affiliates) on the one hand, and the Target (including its downstream affiliates) on the other hand.

Combination Registration Number: C-2026/06/1431

9. Accordingly, based on the information provided in the Notice, the Commission observed that the Parties do not exhibit any existing horizontal overlap. However, certain activities of the Parties, exhibit horizontal overlap in the broad segment of ‘market for provision of bulk cargo shipping services in India’ (Horizontal Relevant Market).

10. Further, the Commission also observed that the Parties (including their affiliates) exhibit vertical linkages in relation to logistics and transportation services availed by Tata Steel (including affiliates) from the Target, as provided below:

(a) Railway cargo transportation services in India: Tata Steel (including its affiliates) avail railway cargo transportation services from the Target, accordingly, Parties are situated at different levels of the supply chain wherein the Target is the upstream service provider and the Acquirer is the customer. Railway cargo transportation services involve transportation of substantially similar categories of cargo through the common railway infrastructure and network operated by Indian Railways and caters to the same set of industrial and commercial customers. Within the broad segment of railway cargo transportation services, the Target operates under two schemes launched by the Indian Railways i.e. (a) Special Freight Train Operator (SFTO) scheme – which enables eligible private entities to procure and operate specialised wagon rakes for transportation of specified cargo through the railway network operated by Indian Railways. Under the scheme, operators procure wagons and obtain the requisite approvals and licences from Indian Railways for operation of such rakes, and (b) General Purpose Wagon Investment Scheme (GPWIS) – which enables private entities to invest in and operate general purpose railway wagons for transportation of general cargo through the railway network operated by Indian Railways. Under the scheme, operators procure wagons and obtain the requisite approvals and licences from Indian Railways for operation of such rakes. Accordingly, the Target operates in the ‘market for provision of railway cargo transportation services in India’. The Acquirer have also provided Target’s

Combination Registration Number: C-2026/06/1431 market presence in relation to the scheme-specific operations undertaken under SFTO and GPWIS.

(b) Port operation services – The Target provides port operations services, comprising a suite of integrated and complimentary port-side logistics and cargo handling services, including: cargo handling; warehousing and storage services; and supervision and other value-added services (Port Operation Services) at the following ports: Haldia Berth No. 13 and other berths; (ii) Paradip; and (iii) other ports including Kolkata, Dhamra, Vizag, Chennai, Mumbai, Ennore, Kandla and JNPT (collectively ‘Operational Ports’). The aforesaid services are stated to form part of a suite of port-side operational and logistics activities which are typically offered together and are functionally interlinked in the handling and movement of cargo through ports (using common infrastructure, catering to same set of customers, and are procured as part of an integrated port logistics solution).

The Commission observed that Tata Steel (including its affiliates) avail various logistics services (including one or more constituent services) of port operation services from the Target, accordingly, Parties are situated at different levels of the supply chain wherein the Target is the upstream service provider in the ‘market for provision of port operation services in India’ and the Acquirer (including its affiliates) is the customer. Further, Parties presence has also been assessed in the Operational Ports for the vertical linkage.

(c) Freight forwarding services in India – It is submitted that the Target provides freight forwarding services through two (2) modes, i.e., sea freight forwarding services and air freight forwarding service. It also provides ancillary services such as custom house agency services which involves handling all regulatory permissions and documentation required to move cargo into or out of India. Such services are stated to be generally provided to the same set of customers and are often procured as part of the suite of freight forwarding solutions. Accordingly, Target operates in the ‘market for provision of freight forwarding services in India’ and its narrower sub-segment of sea freight forwarding and air freight forwarding

Combination Registration Number: C-2026/06/1431 services, while the Acquirer (including affiliates) avail such services from the Target and is the customer.

11. Considering the nature and extent of aforesaid linkages and the competition assessment given in the subsequent paragraphs, the Commission observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in the aforesaid relevant market(s) examined and decided to keep the delineation of the relevant market open.

12. Based on the information contained in the Notice, the Commission noted that Proposed Combination results in the exit of one existing joint venture partner, IQ Martrade, from the Target, and it does not materially alter the existing economic relationship between the Parties or alter the competitive dynamics in the aforesaid markets. It is also noted that the Target primarily caters to the logistics and transportation requirement of the Acquirer. Further, the Commission also observed that the combined market share of the Parties in the Horizontal Relevant Market is in the range of [0-5] % with insignificant incremental market share and the presence of various competitors. With regard to the vertical linkages, the Commission noted that the market share of the Target is in the range [0-5] % in all the upstream markets. Further, each of the aforesaid vertical market segments is characterized by various credible players. Thus, the Proposed Combination is not likely to raise competition foreclosure concern in India in the aforesaid markets examined.

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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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

Combination Registration Number: C-2026/06/1431

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

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