Allison Transmission Holdings, Inc.

COMPETITION COMMISSION OF INDIA

Combination Registration No. C-2025/08/1312

8^th September 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Allison Transmission Holdings, Inc.

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 04^th August 2025, the Competition Commission of India (Commission) received a notice under Section 6(2) of the Competition Act, 2002 (Act) given by Allison Transmission Holdings, Inc. (Allison/Acquirer) in relation to the acquisition of sole control of Dana Incorporated’s (Dana) off-highway business (Dana OH/Target Business) [Allison and Dana OH are collectively referred to as the ‘Parties’].

2. The notice was filed pursuant to the execution of Stock Purchase Agreement between Dana and Allison dated 11^th June 2025 (SPA).

3. The proposed combination envisages acquisition of indirect sole control of Dana OH pursuant to effective acquisition of:

• i) 100% of the outstanding equity interests of certain subsidiaries of Dana, holding Dana OH assets (Equity Sale); and
• ii) Certain assets of other subsidiaries of Dana, holding Dana OH assets, but which are not transferred as part of sub-point (i) (Asset Sale).

(Equity Sale and Asset Sale collectively comprise the ‘Proposed Combination’)

4. Specifically in relation to India, the Proposed Combination contemplates the acquisition of the following Indian entities / assets: (a) Dana Graziano S.r.l.’s Indian subsidiaries, namely Graziano Trasmissioni India Private Limited (Graziano India) and Dana India Private Limited (Dana India); and (b) the employees of Dana India Technical Centre Private Limited (Dana India Technical), who will be transferred to Graziano India.

5. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 18^th August 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted its response dated 22^nd August 2025 (Response).

6. Allison is a company incorporated in the USA. It designs and manufactures vehicle propulsion solutions, transmissions, and electrified propulsion systems. Allison has one subsidiary in India, i.e., Allison Transmission India Private Limited (Allison India). In India, Allison manufactures and distributes gear components and on-highway transmissions. Allison does not supply products such as, axles, wheel and track drives and driveshafts for off highway vehicles (e.g., vehicles used in construction, forestry, mining, agriculture, and other industrial applications) (OHVs) in India. Allison is the ultimate controlling person of the Allison group and is not controlled by any other entity. Allison, including its Group companies, Affiliates, its controlled entities, Affiliates of Allison’s controlled entities, and controlled entities of Allison’s Affiliates, are collectively referred to as the ‘Allison Group’.

7. Dana, incorporated in the USA, is the holding company of the Target Business. Dana OH is the off-highway business of Dana. It specialises in the manufacture and supply of off highway drivetrain, transmissions, and propulsion solutions serving a diverse range of industries including construction, forestry, agriculture, specialty, aftermarket, industrial, and mining. In India, Dana has three subsidiaries which will be involved in the Proposed Combination, i.e., Graziano India, Dana India and Dana India Technical. In India, Dana OH is engaged in the manufacture of transmissions, axles, driveshafts, wheel & track drives, components (such as gears, clutches and shafts) and aftermarket parts.

8. OHVs or equipment is a broad term that refers to machinery which spends most of its time off-road. As with all vehicles, OHVs incorporate components to support their specific functionalities. Such components may include components that form part of an off-highway vehicle’s drivetrain and propulsion system, such as transmissions, axles, torque hubs, gears, driveshafts, planetary gearboxes, winches, pumps, drives and motors. Components for OHVs can be supplied by third-party manufacturers (such as the Parties), authorised original equipment suppliers or by original equipment manufacturers themselves who are often vertically integrated.

9. Considering the activities of the Parties in India, an overlap exists in the market segment of transmissions for OHVs. Regarding the interchangeability between transmissions used in OHVs vis-a-vis other vehicles such as on-highway vehicles, it is observed that based on the type of vehicle, the requirements and functions to be performed by the transmissions may differ. OHVs require different transmission systems when compared with on-highway vehicles due to the very large range of operating conditions encountered with respect to ground speeds and tractive loads. From the supply-side substitutability perspective specifically, as submitted, the development and production of transmissions for OHVs generally require distinct technical capabilities, customized engineering, and application-specific validation and testing, which are not readily transferable from standard on-highway transmission productions without meaningful design modifications.

10. Accordingly, for the purposes of assessment, the Commission considered the presence of Allison Group on one hand and Dana OH in the market for manufacture and supply of transmissions for OHVs in India (OHV Transmissions Market) on the other hand. A vertical linkage has also been considered in the upstream market for the manufacture and supply of components for transmissions for OHVs in India and downstream market for the manufacture and supply of transmissions for OHVs in India.

11. The Commission noted the presence of Allison Group and Dana OH in each of the aforesaid areas of horizontal overlap and vertical linkage and observed that the combined presence/increment resulting from the Proposed Combination to be in the range of [0-5]% in these markets. Further, as observed, each of the aforesaid areas of horizontal overlap/vertical linkage is characterised by presence of other significant competitors. Considering the same, the Proposed Combination is not likely to cause any change in competition dynamics of the plausible relevant markets that could have been delineated and accordingly the question of exact delineation of relevant market(s) is left open.

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 appreciable adverse effect on competition 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.