Honda Motor Co., Ltd. — Combination C-2026/04/1411

Notice under Section 6(2) of the Competition Act, 2002 given by Honda Motor Co., Ltd.

CORAM: Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

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

I. Background

1. On 10th April 2026, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Honda Motor Co., Ltd. (Acquirer).

2. The Notice was filed pursuant to (i) Share Purchase Agreement dated 16th December 2025 (SPA) executed by Hitachi, Ltd. (Seller) and Acquirer; and (ii) Shareholders’ Agreement dated 16th December 2025 (SHA) executed by the Seller, Acquirer, and JICC-01 Investment Business Limited Partnership (JICC).

3. The proposed combination envisages the acquisition of 21% voting interest in Astemo, Ltd. (Target) from the Seller by the Acquirer (Proposed Combination). Pursuant to the Proposed Combination, the Acquirer’s voting rights in the Target will increase from 40% to 61%. The Acquirer and the Target are collectively referred to as the ‘Parties’.

Combination Registration Number: C-2026/04/1411

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letters dated 24th April 2026 and 27th May 2026, certain information and clarifications were sought from the Acquirer. The responses to these letters were submitted by the Acquirer on 18th May 2026, after seeking extension of time, and 2nd June 2026, respectively (Response). The Response was followed by additional voluntary submissions dated 5th June 2026.

II. Parties to the Combination

5. The Acquirer is a limited liability joint stock corporation incorporated under the Companies Act of Japan as Honda Giken Kogyo Kabushiki Kaisha. It is the flagship company of the Honda Group. It ultimately controls the ‘Acquirer Group’1, which (for the purposes of assessment) comprises the Acquirer and all its affiliates that satisfy the materiality thresholds. In India, the Acquirer Group is primarily engaged in the (i) manufacture and sale of automobiles, Passenger Vehicles (PVs) and Two-Wheelers (TWs), and power products (e.g., generators, water pumps, and tillers); (ii) manufacture and sale of automotive components for automobiles and TWs; and (iii) research and development activities.

6. The Target was incorporated in 2009 under the laws of Japan, merged and integrated in 2021, and jointly controlled by the Acquirer and the Seller. Since October 2023, the Target has been jointly controlled by the Acquirer, Seller, and JICC. The ‘Target Group’, for the purposes of assessment, comprises the Target and all its affiliates that satisfy the materiality thresholds. In India, the Target Group is primarily engaged in the (i) manufacture and sale of automotive components for automobiles and TWs, (ii) sale of components for power products; and (iii) ancillary research and development activities.

1 The references to the Acquirer Group in this order exclude the Target Group as the Proposed Combination involves the acquisition of voting rights in an entity (i.e., Target) that already belongs to the Acquirer Group.

Combination Registration Number: C-2026/04/1411

III. Identification of Overlaps and Relevant Markets 7. For the purpose of overlap assessment, the activities of the Acquirer Group on one hand and the Target Group on the other hand have been considered by the Commission. The Commission observed that the Acquirer Group and Target Group do not exhibit horizontal overlaps. There are certain vertical linkages that arise from the Target Group’s upstream presence in the sale of automotive and power product components in India; and the Acquirer Group’s downstream presence in the manufacture and sale of automobiles (PVs and TWs) and power products in India.

8. Regarding the aforesaid vertical linkages, it is submitted that the Proposed Combination only gives rise to overlaps based on existing vertical relationships between the Acquirer Group and Target Group. The Target Group sells automotive components for PVs and TWs in India. The Acquirer Group (through Honda Cars India Limited (Honda Cars) and Honda Motorcycle and Scooter India Pvt. Ltd. (HMSIL) manufactures PVs and TWs for sale in India. The Acquirer Group procures automotive components from suppliers, including the Target Group. Further, the Target Group sells components for power products in India and the Acquirer Group (through Honda India Power Products Ltd. (HIPP) manufactures power products for sale in India. Therefore, the Acquirer Group and the Target Group exhibit the following vertical linkages:

i. Upstream market for sale of automotive components in India (Target Group); and downstream market for manufacture and sale of PVs and TWs in India (Acquirer Group). (Automotive Vertical Linkages) ii. Upstream market for sale of power product components in India (Target Group); and downstream market for manufacture and sale of power product in India (Acquirer Group). (Power Product Vertical Linkages) [Collectively, ‘Vertical Linkages’] 9. Regarding relevant geographic market, the Commission observed that customers of automotive component suppliers (i.e., OEMs) do not choose suppliers solely based on location. Instead, they focus on factors like technical capability, reliability, and scale of Combination Registration Number: C-2026/04/1411 the automotive component suppliers. For this reason, OEMs often make sourcing decisions at a national or even global level. This is demonstrated by the presence of Parties in each automobile clusters in India which reveals no uniform pattern of concentration within automobile clusters by either party. Instead, the information and the data submitted shows that the supply of automotive components by the Target Group, and the manufacture of automobiles by the Acquirer Group, are not confined to or organised around cluster boundaries.

Further, as submitted, the transportation cost is a miniscule percentage of the Parties’ total operating costs in the overlapping markets. For these reasons, the Commission considered the pan-India geographic market for the purposes of assessment. 10. Accordingly, the following relevant upstream markets have been delineated for the vertical linkages: (i) Market for the supply of front forks for TWs in India (Upstream Market 1); (ii) Market for supply of engine control units (ECUs) for TWs in India (Upstream Market 2); (iii) Market for supply of calipers for TWs in India (Upstream Market 3); (iv) Market for supply of throttle bodies for TWs in India (Upstream Market 4); (v) Market for supply of fuel pumps for TWs in India (Upstream Market 5); (vi) Market for supply of intake manifolds for PVs in India (Upstream Market 6); (vii) Market for supply of rear cushions for TWs in India (Upstream Market 7); (viii) Market for supply of brake master cylinders for TWs in India (Upstream Market 8); (ix) Market for supply of intake manifolds (inlet pipe) for TWs in India (Upstream Market 9); (x) Market for supply of one-way valves for TWs in India (Upstream Market 10); (xi) Market for supply of air suction valves for TWs in India (Upstream Market 11); (xii) Market for supply of calipers for PVs in India (Upstream Market 12); (xiii) Market for supply of dampers for PVs in India (Upstream Market 13); (xiv) Market for supply of variable timing control components (VTCs) for PVs in India (Upstream Market 14); (xv) Market for supply of exhaust gas recirculation (EGR) valves for PVs in India (Upstream Market 15); (xvi) Market for supply of ignition coils for PVs in India (Upstream Market 16); (xvii) Market for supply of solenoid for PVs in India (Upstream Market 17); (xviii) Market for supply of fuel pumps for power products in India (Upstream Market 18) and (xix) Market for supply of throttle bodies for power products in India (Upstream Market 19) (collectively, referred to as Combination Registration Number: C-2026/04/1411 ‘Upstream Markets’).

Further, the following relevant downstream markets have been delineated for carrying out the assessment: (i) Market for manufacture and sale of TWs in India (Downstream Market 1); (ii) Market for manufacture and sale of PVs in India (Downstream Market 2) and (iii) Market for manufacture and sale of (diesel/petrol) power products in India (Downstream Market 3) [collectively, referred to as ‘Downstream Markets’].

11. The Commission decided to leave the precise delineation of relevant markets open as the Proposed Combination is not likely to raise concerns of appreciable adverse effect on competition (AAEC) in any of the aforesaid markets, as examined in the subsequent paragraphs.

IV. Assessment of Overlaps

Automotive Vertical Linkages

12. With respect to the Automotive Vertical Linkages, it is noted from the submissions made that, in the Upstream Markets, the market shares are in the range of [0-5]% in Upstream Markets 6, 11 and 15; [5-10]% in Upstream Markets 3, 7, 10, 13 and 16; [10- 15]% in Upstream Markets 8, 14 and 17; [15-20]% in Upstream Markets 2, 4, 5 and 9, 12 and [20-25]% in Upstream Market 1. As regards the downstream market segments, the market share of the Acquirer Group is [0-5]% in the PV segment and [20-25]% in the TW segment.

13. The Commission observed from the submissions made that the entities belonging to the Target Group are already affiliates of the Acquirer Group and therefore, under the Acquirer’s common control. This will continue to hold true even pursuant to the Proposed Combination since the Acquirer will continue to exercise joint control in the Target. Further, the upstream markets are characterised by various established competitors with significant market shares. The Commission also noted that the customers of these upstream automotive markets are sophisticated automobile companies which possess high countervailing buyer power. As regards the TW downstream market segment, while the Acquirer Group has [20-25]% market share, it Combination Registration Number: C-2026/04/1411 faces considerable competition from established competitors such as Hero Motocorp, Bajaj Auto and TVS Motor company. As regards the PV market segment, the Acquirer Group’s market share of [0-5]% demonstrates lack of foreclosure concerns especially given the presence of established competitors such as Maruti Suzuki, Hyundai, Tata Motors and Mahindra which command greater market shares. Thus, given the nature of the structural linkages between the Parties pre and post the Proposed Combination, the Proposed Combination neither changes the incentives of the Parties nor does it alter the competitive landscape of the markets examined.

Power Product Vertical Linkages

14. With respect to Power Product Vertical Linkages identified in the Notice, it is noted from the submissions of the Parties that, in the Upstream Markets, the market shares are, at most, in the range of [25-30]% in the Upstream Market 18, [35-40]% in the Upstream Market 19 and [20-25]% in corresponding Downstream Market 3.

15. However, the Acquirer Group has confirmed that the procurement / sales activities of the Acquirer Group and the Target Group relating to power products were intra-group captive sales. Thus, the captive intra-group nature of these linkages rules out the concerns as regards both customer and input foreclosure.

16. 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.

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

18. 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-2026/04/1411

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