PSA India Pte Ltd. — Combination C-2025/06/1291

Notice under Section 6(2) of the Competition Act, 2002 given by PSA India Pte. Ltd.

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 June 2025, the Competition Commission of India (Commission) received a notice (Notice) under sub-section (2) of Section 6 of the Competition Act, 2002 (Act) given by PSA India Pte. Ltd. (Acquirer). The Notice was filed pursuant to the execution of the Sale and Purchase Agreement dated 4th June 2025 between the Acquirer and AIN Investment Ltd. (AIN/ Seller).

2. The Proposed Combination envisages the acquisition by the Acquirer of an additional 40% of the share capital of the PSA Bharat Investments Pte. Ltd. (Target) on a fully diluted basis from AIN. Pursuant to the Proposed Combination, AIN will completely exit the Target and the Acquirer will become the sole shareholder of the Target [hereinafter, Acquirer and Target are collectively referred to as the ‘Parties’].

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 25th June 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 15th July 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 25th July 2025 and the response dated 8th August 2025 was furnished by the Acquirer, after seeking an extension of time. The Acquirer also submitted certain voluntary submissions vide email dated 18th August 2025.

4. The Acquirer is a Singapore-based investment holding company and holds investments in companies that are active in the maritime supply chain in India. It is a wholly owned subsidiary of PSA International Pte. Ltd. (PSA International). PSA International and its downstream affiliates are referred to as the ‘PSA’. PSA International is ultimately held by Temasek Holdings (Private) Limited (Temasek).

5. It is submitted that various affiliates of PSA are active in the maritime supply chain. The details of certain relevant affiliates are as follows: a. Chennai International Terminals Private Limited (PSA Chennai) provides Container Terminal Services1 (CTS) at Chennai Port; b. PSA Sical Terminals Limited (PSA Sical) provides CTS services at V. O. Chidambaranar Port; c. Bharat Kolkata Container Terminals Private Limited (BKCT) provides CTS services at Kolkata Port; d. Bharat Mumbai Container Terminals Private Limited (BMCT) provides CTS services at Jawaharlal Nehru Port (JN Port), Mumbai; e. Ameya Logistics Private Limited (PSA Ameya) provides Container Freight Station (CFS) Services2 and cargo handling at Mumbai and Mundra;

1 CTS includes loading/unloading of the containers into/out of vessels; transportation of containers from the vessel side to the container yard and vice versa; storage of the containers at the container yard prior to delivery or vice versa; plug in -plug off, monitoring and supply of power to the refrigerated containers; and delivery/receipt of containers by rail or road mode. 2 A CFS service provider typically provides inland facilities that provide custom clearance, storage, stuffing/de-stuffing of cargoes into the containers/out of the containers, transportation to/from the port, and services ancillary to custom clearance, stuffing, destuffing, etc.

f. BDP UGL Global Logistics (India) Private Limited (BDL UGL), which is engaged in freight forwarding, air and ocean freight, sales, customs clearance, and warehousing.

6. Additionally, Temasek is present in India, inter alia, through Pacific International Lines (Private) Limited (PIL) and its wholly owned subsidiary, PIL (India) Private Limited (PIL India). PIL is a provider of Container Liner Shipping Services3 (CLS services) in India.

7. The Target is a Singapore-based investment holding company. Acquirer and AIN hold 60% and 40% shareholding, respectively, in the Target. AIN, in turn, is further held by the Oman Investment Authority (OIA). Thus, it is submitted that the Target is also part of the OIA Group. The Target has only two subsidiaries, namely BKCT and BMCT.

8. It is submitted that PSA (excluding the Target), through PSA Chennai and PSA Sical, and the Target, through BMCT and BKCT, provide CTS in India. However, PSA Sical had ceased its operations at V.O. Chidambaranar Port in March 2025 and BKCT’s license to operate at the Kolkata Port expired in November 2024. Accordingly, at present, the Acquirer through PSA Chennai and the Target through BMCT exhibit the horizontal overlap in the broad market for CTS in India. At a narrower level, these entities do not exhibit any overlaps.

9. In addition to the above, the Parties also exhibit the following vertical overlaps: a. Market for CFS services at JN Port by PSA Ameya and the market for CTS at JN Port by Target through BMCT; and b. Market for CTS at pan India and JN Port by Target and the market for CLS services at pan India and JN Port by PIL.

3 CLS services refer to the scheduled transportation of containerized cargo by sea along fixed routes, with regular port calls.

10. In addition to the above, it is submitted that there may be certain linkages between the operations of BDP UGL in freight forwarding with Target’s operations in the CTS market.

11. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India.

12. Based on the submissions of the Acquirer, the Commission noted that the combined market share of the Parties in the broad market for CTS in India, in terms of installed capacity and actual throughput, is in the range of [15-20]%. At a narrower level, there are no overlaps between the Parties.

13. With regard to vertical linkages, the Commission also observed that the market share of Target, in terms of installed capacity and actual throughput, in the CTS market at pan- India and JN Port is in the range of [10-15]% and [30-35]%, respectively. Further, the market share of PSA Ameya in the CFS market at JN Port, in terms of installed capacity and actual throughput, is in the range of [5-10]%. And, the market share of PIL in the CLS market at pan India and JN Port is in the range of [0-5]% in terms of volume. There are various competitors present in all the abovementioned markets in India.

14. Based on the foregoing, it appears that the vertical linkages as well as other linkages are not such to cause any competition concerns.

15. 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.

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

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

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