Citrus Investment LLC

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2026/02/1387

7th April 2026

Notice under Sections 6(2) and 6A of the Competition Act, 2002 jointly given by Citrus Investment LLC and HCJI Holdings K. K.

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

On 18th February 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) and Section 6A of the Competition Act, 2002 (Act) given by Citrus Investment LLC (Citrus/Acquirer). The Notice was filed pursuant to the execution of, inter alia, Board Resolution of the Acquirer dated 9th February 2026, for Hitachi Construction Machinery Co., Ltd. (HCM/Target 1) acquisition and 17th February 2026 for HCJI Holdings K. K. (HCJI/Target 2) acquisition, and Buy-back agreement dated 17th February 2026 executed amongst the Acquirer, HCJI, and Japan Industrial Partners, Inc. (JIP) [hereinafter, the Acquirer and HCJI are collectively referred to as the ‘Notifying Parties’ and the Acquirer, HCM, and HCJI are collectively referred to as the ‘Parties’].

The Proposed Combination envisages the following: Step 1 - HCM Acquisition: Acquirer has acquired an additional shareholding of 0.4% in HCM through market purchases on the Tokyo Stock Exchange. Step 2 - HCJI Acquisition: Share buyback by HCJI of the 50% shareholding indirectly held by JIP, resulting in acquisition of sole control by Citrus in HCJI. At present, HCJI is a 50:50 joint venture between Citrus and JIP (indirectly). Pursuant to the Proposed Combination, Citrus (directly and indirectly through HCJI) will hold an aggregate shareholding of 33.39% in HCM and will acquire the statutory veto right to block special resolutions at the shareholders’ meetings of HCM.

In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 3rd March 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 9th March 2026. In response to the letter dated 3rd March 2026, HCJI became the notifying party by furnishing relevant documents. The Acquirer also made certain voluntary submissions vide communications dated 20th March 2026 and 24th March 2026.

Citrus is incorporated in Japan and is a wholly owned subsidiary of ITOCHU Corporation (ITOCHU). It operates as an investment vehicle to hold shares on behalf of ITOCHU. It is not engaged in any businesses/activities in India or globally, apart from holding shares on behalf of ITOCHU. ITOCHU is incorporated in Japan and is a public company listed on the Tokyo Stock Exchange. It is engaged in domestic/international trading, import/export of various products, realty, information and communications technology, and finance, as well as business investment in Japan and overseas. ITOCHU does not have any direct presence/activities in India and is indirectly present in India through its following affiliates: a. ITOCHU India Private Limited: engaged in trading and import/export of textiles, machinery, metals, minerals, energy, chemicals, food, and general products; b. IP Integrated Services Private Limited (IPISPL): engaged in integrated logistics services; c. Aegis Group International Pte. Limited: engaged in the supply of liquefied petroleum gas (LPG) to India; and d. Hindustan Aegis LPG Limited: engaged in the LPG import terminal business, including trading, storage, and distribution of LPG.

HCM is a public company listed on the Tokyo Stock Exchange. It is a construction equipment company that is engaged in the manufacturing, sales, and service of mining and construction machinery, transportation machinery, and other machines and devices. HCM is globally engaged in the business of manufacturing construction equipment. It also provides related ancillary services and solutions such as Autonomous Haulage Systems, Fleet Management Systems, ICT construction, etc. HCM has no direct presence/activities in India and is indirectly present through the following affiliates: a. Tata-Hitachi Construction Machinery Company Private Limited (Tata-Hitachi): involved in the business of manufacturing and selling construction and mining vehicles, attachments, and spare parts, as well as rental equipment and used equipment business in India. b. H-E Parts International LLC: does not have physical presence in India but provides direct sales of spare parts for mining vehicles to customers in India. c. Bradken India Private Limited: manufactures and supplies equipment and castings for use in the mining (including mill liners) and energy industries. Bradken India is also engaged in the supply of rings and balls for thermal power stations, ground- engaging tools, and castings for wind turbines. d. Hitachi Construction Machinery Development Center India Private Limited: engaged in the development and design of globally deployed construction machinery products of HCM.

HCJI is a holding company, established as a 50:50 joint venture between ITOCHU (through Citrus) and JIP (through HCJ Holdings K.K.). HCJI was established to hold shares in HCM and undertake all business incidental to the same. Apart from holding shares in HCM, HCJI does not have any activities globally or in India.

It is submitted in the Notice that there are no horizontal, vertical (existing), or complementary overlaps between the activities of the Parties. However, the Notifying Parties have identified a potential vertical linkage between IPISPL’s (affiliate of Acquirer) activities in the provision of logistics services (upstream) and Tata-Hitachi’s (affiliate of HCM) activities in the manufacture and sale of construction and mining vehicles (downstream). It is submitted that (i) IPISPL provides logistics services to various industries (on a sector-agnostic basis) such as FMCG, consumer durables and electronics, automotive industry, e-commerce and quick commerce, and retail, and (ii) IPISPL has miniscule presence. Thus, it is submitted that there will be no change in competition dynamics as a result of the Proposed Combination.

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.

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

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

The Secretary is directed to communicate to the Notifying Parties accordingly.