Yancoal Australia Limited — Combination C-2026/07/1439

Notice under Section 6(2) of the Competition Act, 2002 given by Yancoal Australia 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 07th July 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) from Yancoal Australia Limited (Acquirer) regarding acquisition of equity interest and warrants in Kestrel Coal Group Pty Ltd. (Target). The Notice was filed pursuant to execution of a Sale and Purchase Agreement (SPA) dated 14th April 2026 amongst the Acquirer and EMR Capital Advisors Pty Ltd (EMR Manager), Kestrel Coal (EMR) Limited (EMR Cayman), EMR Capital Management Limited (EMR) and Adaro Capital Limited (Adaro) [EMR Manager, EMR Cayman, EMR and Adaro are collectively referred to as the ‘Sellers’ and the Acquirer and the Target are collectively referred to as the ‘Parties’].

2. The Proposed Combination envisages acquisition of 100% equity interest and warrants in the Target by the Acquirer, from the Sellers.

3. In terms of Regulation 14 of the the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 20th July 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the same vide response dated 31st July 2026, after seeking an extension of time.

4. The Acquirer is a public company listed on the Australian Securities Exchange and the Stock Exchange of Hong Kong. It is indirectly majority owned by Shandong Energy Group Company Limited (Shandong), a China based energy enterprise group. Shandong is engaged in a range of activities including mining, power, new energy, high-end chemical and new materials, high-end equipment manufacturing, and modern logistics and trade. Shandong indirectly holds stake in the Acquirer through a subsidiary called Yankuang Energy Group Company Limited (Yankuang Energy), also a China based entity.

5. Shandong (through Yankuang Energy) and Central Huijin Investment Ltd. (indirectly through Cinda International HGB Investment (UK) Limited) hold 62.26% and 7.69% shareholding in the Acquirer respectively, and the remaining 30.05% of the shareholding of the Acquirer is held by public and other shareholders. Accordingly, Shandong ultimately owns and controls the Acquirer. Shandong, including its affiliates identified in accordance with Materiality Thresholds, are collectively referred to as the ‘Relevant Acquirer Entities’. 6. The Acquirer produces thermal coal1 and metallurgical coal2 from mines located in Australia. The four (04) Relevant Acquirer Entities, are all engaged in coal mining in Australia, and they inter alia, export coal to customers, including in India. Of the same, two (02) Relevant Acquirer Entities sell metallurgical (coking) coal (through exports) in India while the other two (02) Relevant Acquirer Entities sell thermal (non-coking) coal (through exports) in India. The Acquirer does not have any direct physical presence in India and all its sales in India are through exports.

7. The Target is jointly owned by the Sellers i.e., EMR Manager, EMR Cayman (jointly holding around 52%), EMR (warrants) and Adaro (around 48% and warrants). It holds 80% stake/ interest in Kestrel Joint Venture (Kestral JV), which owns and operates the 1 Thermal coal (also referred to as non-coking coal) is a type of coal which is primarily used to generate electricity. 2 Metallurgical coal (also referred to as coking coal) is a type of coal which is primarily used to produce coke for steel production.

Kestrel Coal Mine in Australia. The Kestrel Coal Mine primarily produces metallurgical coal, which it also exports to India. The Target itself does not supply any goods or services or have any other relevant interests and has no physical presence in India. Kestrel JV sells coal in India through two of its wholly owned subsidiaries.

8. Based on the information contained in the Notice, there exists horizontal overlap(s) between the business activities of the Acquirer (including its affiliates) and the Target (including its affiliates) in the broad market for supply of coal in India, which can be further segmented into the narrower market for supply for metallurgical (coking) coal in India. There are, no vertical and/ or complementary linkages, existing or potential, between the Parties’ activities, in India.

9. With respect to the horizontal overlap, it is noted that the combined market share of the Acquirer (including its affiliates) and the Target (including its affiliates) in the broad market for supply of coal in India, in the Calender Year 2025, is in the range of [0-5]%. Further, in the narrow market for supply for metallurgical (coking) coal in India, the combined market share of the Acquirer (including its affiliates) and the Target (including its affiliates), in the Calender Year 2025, in terms of volume, is in the range of [0-5]%, while in terms of value, is in the range of [5-10]%. It is also noted that the identified market(s) are characterised by the significant presence of several major PSUs, as well as other private domestic players and importers.

10. As the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in the aforesaid relevant market(s) in India, the Commission decides to leave delineation of the relevant market(s) open.

11. Considering the material on record, including the details provided in the Notice and the response, 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.

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

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

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