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Page 1 of 12 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/08/1319 16th December 2025 Notice under Section 6(2) of the Competition Act, 2002 given by ITC 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 I. Background 1. On 22nd August 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by ITC Limited (ITC/Acquirer). 2. The Notice was filed pursuant to the execution of Business Transfer Agreement (BTA) dated 31st March 2025 executed amongst the Acquirer and Aditya Birla Real Estate Limited (ABREL/Seller). 3. The proposed combination envisages the Seller proposing to divest, and the Acquirer proposing to acquire, the paper and pulp manufacturing business of ABREL (Target Business), as a going concern, on slump sale basis and in accordance with the terms and conditions set out under the BTA (Proposed Combination). The Acquirer and the Target Business are collectively referred to as the ‘Parties’. Combination Registration Number: C-2025/08/1319 Page 2 of 12 4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letters dated 4th September 2025 and 8th October 2025, certain information and clarifications were sought from the Parties. The responses to these letters were submitted by the Parties on 26th September 2025 and 5th November 2025 respectively, after seeking extensions of time (Response). 5. In terms of Regulation 14(8) of the Combinations Regulations, the Commission also sought information from third parties i.e., certain customers of the Parties vide letters dated 20th November 2025. The Commission received responses from certain customers of the Parties on or before 8th December 2025, after issuance of reminder letters to some of them (Customer Responses). II. Parties to the Combination 6. The Acquirer, i.e. ITC Limited, is a listed Indian company functioning as a diversified conglomerate having presence in fast-moving consumer goods (FMCG) (including packaged food products, cigarettes, personal care products, education and stationery products, safety matches and agarbattis), paper/paperboards and packaging, agri- business, and information technology, among others. It is 100% held by the public and as such neither belong to any group nor has any ultimate controlling person. 7. The Seller, i.e. ABREL, is a listed Indian company and part of the Aditya Birla group. The Aditya Birla group is a global conglomerate that operates across diverse sectors such as metals, cement, textiles, carbon black, telecom, real estate, pulp and paper manufacturing and financial services. 8. The Target Business1 comprises the pulp and paper manufacturing business of ABREL. In India, the Target Business is engaged in the business of manufacturing, distribution and sale of paper and paperboard in India including uncoated writing & printing paper (such as creamwove, Maplitho and copier), kraft paper, virgin multi-layer board (VMLB), tissue paper, cup stock, stiffener paper etc. The Target business operates 1 Formerly known as Century Textiles and Industries Limited. Combination Registration Number: C-2025/08/1319 Page 3 of 12 through its manufacturing plant in Lalkuan, Uttarakhand, having supply operations pan India. III. Competition Assessment 9. For the purpose of overlap assessment, the activities of the Acquirer including its affiliates and the Target Business including its affiliates, as per the materiality thresholds, have been considered by the Commission. The Acquirer (among various other businesses) and the Target Business operate in the paper / paper board manufacturing industry. They both manufacture and sell a range of products, including uncoated writing and printing paper, packaging paper /board, and cup stock. Within these broader categories, there are narrower sub-segments, based on the Commission’s decisional practice and the classification provided by the Indian Paper Manufacturer Association (IPMA), which is the national association for paper manufacturers in India. Relevant Product Market 10. Manufacturing of paper and paperboard involves a process that transforms raw materials— primarily wood pulp, agri-residues, recycled fibres and various additives— into finished products used across industries. The production begins with pulping, where wood chips or recycled paper are broken down into fibers using mechanical or chemical methods. The pulp is then refined, cleaned, and bleached (if necessary) to achieve the desired quality. Next, the papermaking process takes place, where the pulp mixture is spread onto a moving screen, allowing water to drain and fibers to form a continuous sheet. The sheet is then pressed, dried, and smoothed to create the final paper or paperboard product. Different grades of paper/paperboard require additional processing steps as they are customised to meet industry-specific needs. At the broadest sector level, the Commission has considered relevant product market as the market for ‘manufacturing and sale of paper and paperboard’, which can be further sub-segmented into narrower categories based on various parameters. 11. Paper products are not homogenous in nature and their usage varies based on the weight (gram square meter i.e., GSM), thickness, brightness, smoothness, stiffness, cobb value (water absorbency), tear factor, burst factor, colour and other technical features of the Combination Registration Number: C-2025/08/1319 Page 4 of 12 paper. Furthermore, based on the type of raw material used, paper may be categorized into: (i) virgin fibre material; or (ii) recycled raw material. Additionally, depending on the end-use, the main categories of paper include: (i) writing and printing paper; (ii) newsprint paper; (iii) packaging paper and board; (iv) magazine/ poster paper; (v) tissue paper; and (vi) other speciality paper for industrial usage such as, cigarette paper, stiffener paper/ board, decorative paper, ledger paper and specialty board. 12. Within the broad paper and paperboard segment, the first narrow segment is writing and printing paper. Based on Commission’s decisional practice, the writing and printing paper can be further segmented into uncoated and coated paper, respectively. Uncoated writing and printing paper is a type of paper that lacks a glossy or matte coating, giving it a natural and porous texture. This allows ink to be absorbed more efficiently, making it ideal for applications such as books, office documents, notebooks, and commercial printing. Business activities of the Parties overlap only in the narrow segment of uncoated writing and printing paper. 13. The uncoated writing and printing paper can be further segmented into narrower sub- segments of (i) creamwove / low brightness Maplitho, (ii) high bright 88 + brightness Maplitho (‘Maplitho’) and (iii) copier paper. With regards to Maplitho, the Parties activity overlap only in the sub-segment of Maplitho – high bright 88+ brightness i.e., Maplitho. Such Maplitho paper is a premium grade uncoated paper known for its high surface smoothness and exceptional brightness. This type of paper is widely used for schoolbook publications, annual reports, journals, diaries, writing pads, and commercial printing due to its superior printability and smooth writing experience. Copier paper is a high-quality, thin paper designed for use in copiers, printers, and other office machines. It is typically sold in reams of 500 or 1,000 sheets and comes in various sizes, with A4 and A3 being the most common. 14. Furthermore, the broad market for paper and paperboard can also be segmented into a narrow segment of packaging paper/paperboard. Papers and paperboards, initially manufactured from processed pulp, undergo further refinement to create specialized variants designed for various packaging applications in the form of paper or paperboard. These materials are widely used in sectors such as food and beverages, pharmaceuticals, Combination Registration Number: C-2025/08/1319 Page 5 of 12 cosmetics, and consumer goods. The narrow segment includes products such as kraft paper and paperboards made from both virgin and recycled fibres. These are then utilized to produce packaging solutions like carton board etc. 15. The narrow segment of packaging paper/paperboard includes amongst others—virgin multi layered board (VMLB) and recycled duplex board (Recycled DB). Out of these, the Parties’ presence overlaps in only VMLB segment. The Parties have argued that their market presence should be looked at the level of packaging paper / board and not at the narrow level of VMLB as Recycled DB and VMLB are close substitutes. As per the submissions, from a consumer point of view, both VMLB and Recycled DB serve similar end-use applications and possess comparable physical characteristics. Despite differences in input materials, they offer similar performance in terms of strength, printability, and cost-effectiveness. Further, from a manufacturing standpoint, there is minimal friction when switching between the two types of paperboards ensuring that a common user class can engage in manufacturing of both VMLB and Recycled DB. It has also been submitted that while there is a slight price difference between VMLB and Recycled DB (VMLB being marginally higher due to its use of virgin pulp), this difference has minimal influence on customer choice and substitutability, considering that for FMCG companies that utilize these paperboards for packaging, the cost of the board itself typically accounts for only a small fraction of the product price. 16. The Commission observed the substitutability, both demand-side and supply-side, between VMLB and Recycled DB is rather limited. While VMLB is made from virgin wood pulp (new fibers, not recycled), the Recycled DB is made from recycled paper and waste fibers, thus, the basic raw material for manufacturing VMLB and Recycled DB are different. From demand side perspective also, the demand for both these products widely differ in terms of basic characteristics, pricing and intended end-use. VMLB being made from fresh wood pulp and having strength, durability, and printability remain consistent regardless of whether it will be converted into packaging for food, or cosmetic or pharmaceuticals. In terms of colour and appearance, it has a premium look being uniform white and smooth making it more suitable for luxury products like premium cosmetic products or perfumes etc. Recycled DB, on the other hand, usually has a grey or brown back, making it more suitable for packaging of Combination Registration Number: C-2025/08/1319 Page 6 of 12 FMCG products, soaps, detergent boxes, toy boxes, cartons, secondary packaging etc. Further, in terms of purity and hygiene, VMLB is hygienic, food-safe, odour-free and thus, can be used for direct food packaging, whereas, Recycled DB is generally perceived to be unsuitable for direct food contact. Thus, based on these differences, the Commission is of the view that VMLB and Recycled DB are not substitutable and may not be considered as part of the same market, despite there being some sort of end-use substitutability between the two. 17. Paper and paperboard market can also be segmented into a narrow segment for the manufacturing and/ or sale of cup stock, which refers to a type of paperboard specifically designed for manufacturing paper cups and containers. It is engineered to have high stiffness, durability, and liquid resistance, making it suitable for holding beverages and food items. Cup stock is often coated with polyethylene or other barrier materials to prevent leakage and enhance its strength. It is widely used in the food service industry, especially for holding hot and cold beverages like coffee cups, ice cream containers, and takeaway packaging. 18. Another market segment where the presence of Parties overlap is of stiffener paper, which falls within the “other paper / paperboard” products, as classified by IPMA. This category includes such paper products which do not fall under any of the other listed categories and includes various kinds of specialty papers for industrial usage such as, cigarette paper, stiffener paper/ board, decorative paper, ledger paper and speciality board. Stiffener paper is a specialized type of paper designed to provide rigidity and durability in various applications. It is commonly used in packaging, publishing, and industrial sectors to enhance product protection and structural integrity. 19. Lastly, the Parties’ presence also overlaps in the sub-segment of another speciality paper, namely the manufacturing of Oil and Grease Resistant Paper (OGR Paper). OGR Paper is a type of specialty paper which is designed to provide exceptional resistance against oils, greases, and other liquids, ensuring that food products (wrapped in OGR Paper) remain fresh and uncontaminated during packaging and storage. The main uses of OGR paper are for packaging of food products such as burgers, fries, pastries, and more. Combination Registration Number: C-2025/08/1319 Page 7 of 12 20. Accordingly, based on the differentiating features of various paper and paperboard products and overlapping presence of the Parties, the Commission has considered the following narrow segments within the overall broad market for ‘manufacturing and sale of paper and paperboard’. a) Manufacture and/or sale of uncoated writing and printing paper i. Manufacture and/or sale of Maplitho ii. Manufacture and/or sale of copier paper b) Manufacture and/or sale of packaging paper/board i. Manufacture and / or sale of virgin multi-layer board/VMLB (excl. cup stock) (VMLB Market) c) Manufacture and / or sale of cup stock (Cup Stock) d) Manufacture and / or sale of stiffener paper e) Manufacture and/or sale of OGR Paper [The aforesaid segments are collectively referred to as the ‘Horizontal Overlaps’] Relevant Geographic Market 21. Regarding the relevant geographic market, it is observed that the Commission has previously considered pan-India geographic market in a case pertaining to manufacturing of paper and paperboard products. The Commission considered whether a smaller geographic region is possible to examine the competition impact of the Proposed Combination. As stated earlier, the Target has one manufacturing plant located in Lalkuan, Uttarakhand, while the Acquirer operates its plants in Bhadrachalam and Bollaram -Telangana, Tribeni- West Bengal and Kovai- Tamil Nadu. The Parties have stated that they dispatch their products to various states across India and have a pan-India presence. The Commission looked at the dispatch patterns of the Target’s plant (Lalkuan, Uttarakhand) for FY 2024-25 and the Acquirer’s Bhadrachalam plant, to examine if there are any relevant common markets where the Parties compete specifically, and did not find any discernible patterns to conclude any regional or state-wise geographic market for the purposes of assessment. Accordingly, the Commission decided to carry out its assessment on a pan-India basis, while keeping the precise relevant geographic market open. Vertical/Complementary Linkages Combination Registration Number: C-2025/08/1319 Page 8 of 12 22. While there are no complementary linkages between the Acquirer and the Target Business, there are certain existing/potential vertical linkages, considering their presence at different levels in the paper and paperboard segments. Accordingly, the following markets have been identified for assessment of vertical linkages: a) Notebook Linkage: The Target Business is engaged in the production, manufacturing and sale of paper, specifically Maplitho and VMLB, which can be used for the inner pages and outer covers of notebooks, respectively. The Acquirer, on the other hand, is engaged in the outsourced manufacturing and sale of notebooks. Thus, a vertical linkage with upstream markets for manufacturing and sale of Maplitho in India and market for manufacturing and sale of VMLB (excl. cup stock) in India & downstream market for manufacturing and sale of notebooks in India has been examined (Vertical Linkage 1). b) Paper-Pulp Linkage: The Acquirer and the Target Business are vertically integrated entities, and both are engaged in in-house manufacturing of pulp. The Acquirer and the Target Business at the same time are also engaged in the manufacturing and sale of various kinds of paper products. Since pulp is an essential input product for manufacturing of paper products, pulp manufactured by the Acquirer can potentially be used by the Target Business, and vice versa. Thus, a potential vertical linkage with upstream market being the market for manufacturing and sale of pulp in India & downstream market being the market for manufacturing and sale of paper in India has been examined (Vertical Linkage 2). c) Moulded Fibre Packaging Product (MFP)-Pulp Linkage: The Acquirer is engaged in the manufacturing and sale of MFPs, which are made from natural fibres such as wood, bamboo, bagasse. Since pulp is a key raw material used in the production of MFP, the pulp produced by the Target Business may be used as an input material by the Acquirer in the manufacturing of MFPs. Thus, a vertical linkage between market for manufacturing and sale of pulp in India Combination Registration Number: C-2025/08/1319 Page 9 of 12 (upstream) & market for manufacturing and sale of MFP in India (downstream) has been analysed (Vertical Linkage 3). d) Paper-Carton Linkage: The Acquirer and the Target Business are engaged in the manufacturing and sale of paper/paperboard products, such as VMLB. VMLB is commonly used as a key input in the production of packaging boxes and cartons. The Acquirer manufactures cartons that use VMLB as an input product and VMLB manufactured by the Target Business can potentially be used by the Acquirer to produce cartons. Hence, a vertical linkage between market for manufacturing and sale of VMLB (excl. cup stock) in India (upstream) and the market for manufacturing and sale of cartons in India (downstream) has been analysed (Vertical Linkage 4). [The aforesaid linkages are collectively referred to as the ‘Vertical Linkages’] Assessment Horizontal Overlapping Market Segments [except VMLB and Cup Stock] 23. The Commission noted that the combined market shares of the Parties in the market segments of horizontal overlaps (other than Maplitho, VMLB and Cup Stock) are less than 10% with an equally insignificant increment. In Maplitho, the combined market share is [10-15]% with an increment of [5-10]%. The Commission also observed that there are no significant barriers to entry in the broad segment of paper and paperboard and its narrower segments because new entrants setting up a paper manufacturing plant do not require a special license. Further, economies of scale and technological advancements have reduced the initial investment required. It has been submitted that many unorganized players keep costs low by using local raw materials like agricultural waste and recycled paper. This helps them avoid the rising costs of imported pulp and wood. In addition, the nature of the paper and paperboard market—including writing and printing paper, Maplitho, copier paper, packaging paper/board, and stiffener paper—is such that demand is highly fluid from a supplier’s point of view. This is because, for most types of paper, the same machinery or machinery with minor adjustments is sufficient. Suppliers, therefore, possess the flexibility to quickly switch Combination Registration Number: C-2025/08/1319 Page 10 of 12 between different types of paper based on market demand. Based on foregoing reasons, the Proposed Combination is not likely to raise any competition concern with regard to the broad segment of paper and paperboard and its narrower segments of uncoated writing and printing paper, Maplitho, copier paper, packaging paper/board, stiffener paper and OGR Paper. As regards the remaining two segments analysed, i.e. the Cup Stock and VMLB (excl. cup stocks), the assessment has been done in the ensuing paragraphs. Cup-Stock 24. Regarding Cup Stock segment, the Commission noted that while the combined market share in the cup stock segment may be [20-25]%, it is mainly on account of Acquirer’s existing presence in the market. The incremental market share arising from the Proposed Combination is [0-5]%. There are other players in the market who have had consistent presence and considerable market shares e.g. JK Papers [15-20%], TNPL [10-15]%, West Coast Paper Mills Ltd. [10-15]%, Andhra Paper Ltd. [10-15]% etc. for FY 2024-25. Further, the market also has players in the unorganized sector such as RBR Papers and Venkraft Paper Mills Pvt. Ltd. that are established regional mills offering PE-coated board suitable for cups. Given the competitive constraints posed by these players and the incremental market share not being high, the Commission observed that no competition concern seems to arise in the cup stock segment. VMLB 25. As regards the VMLB segment, the combined market share of the Parties (including captive consumption and exports) ranged between [40-45]% with an increment of [10- 15]%. The market shares of other major competitors in the said market are JK Paper Ltd. [15-20]%, TNPL [5-10]%, Emami Paper Mills Limited [5-10]%, Khanna Paper Mills [0-5]% etc. It is submitted that the Acquirer captively utilises approximately 10- 12% of the total volume produced of VMLB, which ought to be excluded while calculating the actual market strength of the Parties. Excluding the captively utilised portion as well as exports, the Acquirer’s market share in the VMLB segment is [20- Combination Registration Number: C-2025/08/1319 Page 11 of 12 25]% while the Target Business accounts for [5-10]%, leading to a combined market share of [30-35]%. 26. Based on the information available on record, including the Customer Responses, the Commission observed that imports exert a significant competitive constraint on domestic players. Domestically produced and imported VMLB are substitutable and interchangeable, meaning that purchasers can switch between domestic and imported products. The recent anti-dumping investigations against VMLB imports from certain countries and the imposition of Minimum Import Price (MIP) on VMLB imports also points toward the competitive constraint imposed by imports on domestic manufacturers. Further, the countervailing buyer power in the VMLB segment also seems to exist as some customers confirmed negotiations before price changes and switching to alternatives, including imports and unorganised segment. Further, the recent entry of entrants like Khanna Paper Mills and NR Agrawal Industries, with proposed capacity additions in the future, shows that the entry barriers are not as such high in this market. 27. Based on the aforesaid factors, the Commission is of the view that while the combined market shares of the Parties in the VMLB market may be on a higher side, any concerns associated are mitigated inter-alia because of the presence of other significant players, entry of new players, constraints imposed by imports, countervailing buyer power etc. 28. 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 in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act. 29. The order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect. 30. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. Combination Registration Number: C-2025/08/1319 Page 12 of 12 31. The Secretary is directed to communicate to the Acquirer accordingly.