MIH Investments One B.V. — Combination C-2025/11/1343

Notice under Section 6(2) of the Competition Act, 2002 given by MIH Investments One B.V.

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 13th November 2025, the Competition Commission of India (Commission) received a notice (Notice) filed by MIH Investments One B.V. (MIH/Acquirer) under Section 6(2) of the Competition Act, 2002 (Act).

2. The Proposed Combination involves the acquisition of additional shareholding of up to 15.15% of the paid up share capital (on a fully diluted basis) in Roppen Transportation Services Private Limited (Rapido/Target) through a combination of secondary purchase from certain existing shareholders and primary subscription by MIH (the Acquirer and the Target are collectively referred to as the ‘Parties’).

3. The Notice was filed inter alia pursuant to share purchase agreements (SPAs) executed between MIH and certain existing shareholders of the Target.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations 2024, vide letter dated 25th November 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 4th December 2025. Since the response was not complete, another letter was issued on 11th December 2025 and the response dated 18th December 2025 was furnished by the Acquirer.

5. The Acquirer is an indirect wholly-owned subsidiary of Prosus N.V. (Prosus), which is, in turn, a direct subsidiary of Naspers Ltd. (Acquirer Group/Naspers). The Acquirer by itself does not undertake any business activity, other than holding investments in its portfolio companies which have business activities in India. Further, Naspers, a public company listed on the stock exchanges, is a global consumer internet company and one of the largest technology investors in the world. Through Prosus, the Naspers group operates and invests globally in markets with long-term growth potential and building consumer internet companies.

6. The Target is engaged in the provision of technology-based services for facilitating on demand transportation and taxi services through vehicles (bikes, three-wheelers and cars). Its core service is app-enabled radio taxi services, which enables users to book rides through the Rapido mobile application. In addition to the radio taxi services, the Target is also present in technology-based services for facilitating customers (including B2B customers) to pick up and drop off packages. The Target has following subsidiaries, namely: (i) Ctrlx Technologies Private Limited; (ii) Shyogsamart Technologies Private Limited; (iii) Nutana Transportation Services Private Limited (Nutana); (iv) Flexiride Solutions Private Limited (a wholly-owned subsidiary of Nutana) which are operating in India.

7. It is noted that the business activities of certain affiliates of the Acquirer Group and the Target (including affiliates) exhibit horizontal overlaps in the segments of: a. Car-based radio taxi services in India; and b. Car-based radio taxi services in cities of Delhi, Mumbai, Hyderabad, Kochi, Chennai, Pune and Bangalore.

8. It is submitted that the business activities of certain affiliates of the Acquirer Group and the entities of the Target Group exhibit vertical linkages in the following segments: a. Third-party (3P) last-mile delivery services to e-commerce in India (Upstream Market 1); b. Online B2B and B2C sales in India (Downstream Market 1); c. Online payment aggregation services for retail digital person to merchant (P2M) payments on the merchant websites/apps in India (Upstream Market 2); d. Car-based radio taxi services in India (Downstream Market 2); e. Online Travel Aggregation services in India (Upstream Market 3); f. Car-based radio taxi services in India (Downstream Market 3).

9. However, the Commission decided to leave the precise delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause an appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India because of the reasons mentioned in the subsequent paragraphs.

10. With regards to the horizontal overlaps, the Commission observed that the combined market shares of parties in the Car-based radio taxi services is in the range of [15-20]% in India and in cities of Delhi, Mumbai, Hyderabad, Kochi, Chennai, Pune and Bangalore are in the range of [15-20]%, [5-10]%, [30-35]%, [0- 5]%, [25-30]%, [10-15]% and [15-20]% respectively. Further, the incremental market shares are in the range of [0-5]% in each of the aforesaid markets. There are other players also such as Uber and OLA etc., which will continue to pose competitive constraints on the Acquirer.

11. In relation to the potential vertical linkages between the business activities of certain Acquirer Group (including affiliates) and the affiliates of the Target, the Commission noted that their presence in each of upstream as well as downstream markets is not such to cause foreclosure related competition concern.

12. 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.

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

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

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