Japan Post Co., Ltd. Combination Approval

[Image omitted. See the official document.]

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/10/1338

16th December 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Japan Post Co., 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 16th October 2025, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by Japan Post Co., Ltd. (Acquirer). The Notice is filed pursuant to the execution of Share Transfer Agreement between the Acquirer and HTSK Investment L.P. (Seller) dated 6th October 2025, Shareholders Agreement executed between the Acquirer and the Seller dated 6th October 2025, and Capital and Business Alliance Agreement executed amongst the Acquirer, Logisteed Holdings, Ltd. (Target), and the Logisteed, Ltd. dated 6th October 2025 [hereinafter, the Acquirer and the Target are collectively referred to as 'Parties'].

2. The Proposed Combination envisages an acquisition of a 19.9% equity stake with 14.9% voting rights in the Target by the Acquirer from the Seller. The Acquirer also proposes to acquire certain rights in the Target.

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 30th October 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 13th November 2025, after seeking an extension of time. Since the response was not complete, another letter was issued on 19th November 2025, and the response to the same, dated 24th November 2025, was furnished by the Acquirer.

4. The Acquirer is a Japanese company and is globally engaged in postal operations, sales of documentary stamps, logistics business, international cargo transport, bank and insurance agency services, etc. It is a wholly-owned subsidiary of Japan Post Holdings Co., Ltd. (JPHC). JPHC is listed on the Tokyo Stock Exchange and the Minister of Finance (i.e., Government of Japan) is its single largest shareholder.

5. The Target is a special-purpose investment holding company incorporated in Japan. The Target holds 100% shareholding in Logisteed, Ltd. The Target, through its affiliates, is globally engaged in the business of, inter alia, third-party logistics (3PL)/contract logistics, heavy machinery transportation, and freight forwarding. It also provides a range of value-added services (such as packaging design, setup of ICT equipment, etc.). It provides logistics services through its network in Japan and overseas.

6. With regard to horizontal overlaps, it is submitted that both the Acquirer (including JHPC and their affiliates) and the Target (including its affiliates) are present in the logistics sector in India. Within the logistics sector, they exhibit horizontal overlaps in the market for the provision of 3PL/contract logistics services in India (3PL Market) and the market for the provision of freight forwarding services in India (Freight Forwarding Market). Within the Freight Forwarding Market, both the Parties are present at the narrow level of freight forwarding by air and sea.

7. With regard to vertical linkages, it is submitted that from a value chain perspective, the Freight Forwarding Market forms part of the upstream segment of the transportation of goods or cargo, which can be sourced by service providers operating in the 3PL Market (i.e., the downstream segment), and vice versa. Accordingly, the potential vertical overlaps are:

• (a) presence of the Acquirer (including JHPC and their affiliates) in 3PL Market and presence of the Target (including its affiliates) in Freight Forwarding Market and
• (b) presence of the Target (including its affiliates) in 3PL Market and presence of the Acquirer (including JHPC and their affiliates) in Freight Forwarding Market.

Further, Target (including its affiliates) is engaged in the market for the provision of standalone warehousing services and standalone transportation services in India. It is submitted by the Acquirer that these constitute separate markets which are vertically related to the services provided by the Acquirer (including JHPC and their affiliates) in the 3PL Market.

8. Additionally, it is submitted that there is an existing supply arrangement between an affiliate of the Acquirer for the provision of international courier services to an affiliate of the Target.

9. 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 in any of the plausible relevant market(s) in India.

10. Based on the submissions of the Acquirer, the Commission observed that the combined market share of the Parties and the incremental market share, in terms of value, is in the range of [0-5]% for the provision of logistics services as well as in the 3PL Market and Freight Forwarding Market. Further, the presence of the Parties in the segments of freight forwarding by air and sea is not such as to cause any competition concerns.

11. With regard to vertical linkages, the Commission noted that the presence of Target (including its affiliates) in the market for the provision of standalone warehousing services and standalone transportation services in India is not likely to cause any competition concerns as there appears to be no ability and incentive to foreclose the competition in any of the market(s). Further, the existing supply arrangements are not such as to cause any competition concerns.

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.