Mahindra and Mahindra Limited

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Page 1 of 6 COMPETITION COMMISSION OF INDIA (Combination Registration No. C–2025/05/1281) 17th June 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Mahindra and Mahindra Limited CORAM: Ms. Ravneet Kaur Chairperson Mr. Anil Agrawal Member Ms. Sweta Kakkad Member Order under Section 31(1) of the Competition Act, 2002 1. On 5th May 2025, the Competition Commission of India (Commission) received a notice filed by the Mahindra and Mahindra Limited (Acquirer/M&M) under Section 6(2) of the Competition Act, 2002 (Act). 2. The Proposed Combination envisages the acquisition of up to 84.96% shareholding by the Acquirer in the SML Isuzu Limited (Target/SMLI) through the following steps: i. Acquisition of 43.96% shareholding of Target from Sumitomo Corporation (Sumitomo/Seller I), a public listed Japanese Company and also a promoter of the Target. ii. Acquisition of 15% shareholding of Target from Isuzu Motors Limited (Isuzu/Seller II). Combination Registration No. C – 2025/05/1281 Page 2 of 6 iii. As a result of the aforesaid two acquisitions, an open offer requirement on the part of Acquirer under the relevant Securities and Exchange Board of India regulations gets triggered and accordingly, the M&M may also acquire up to 26% shareholding of the Target from its eligible public shareholders. [Hereinafter, the Acquirer and the Target are collectively referred as “Parties”.] 3. The Notice has been filed pursuant to two Share Purchase Agreements i.e.,(i) Sumitomo Share Purchase Agreement entered amongst Seller I, Acquirer and Targetand (ii) Isuzu Motors Share Purchase Agreement entered amongst Seller II, Acquirer and Target each dated 26th April 2025. 4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 19th May 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response vide its letter dated 2nd June 2025, followed by an additional voluntary submission dated 10th June 2025. 5. The Acquirer is the flagship company of the Mahindra group (Acquirer Group), which is a leading Indian federation of companies with diversified interests across various sectors such as automotive, farm equipment, agricultural products and services, logistics, and steel processing. The Acquirer, listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), is a mobility products and farm solutions provider offering a wide range of products and solutions including utility vehicles, electric vehicles, commercial vehicles (CVs), tractors, two-wheelers and construction equipment. 6. Target, a company listed at BSE and NSE, is engaged in the business of manufacture and sale of CVs, including light CVs (LCVs) and medium and heavy CVs (MHCVs). Sumitomo and Isuzu currently holds 43.96% and 15% share capital of the Target, respectively. Combination Registration No. C – 2025/05/1281 Page 3 of 6 7. The Proposed Combination relates to the broader automotive sector in India. As per the Society of Indian Automobile Manufacturers (SIAM), the automobile vehicles manufactured in India are categorized into passenger vehicles (PVs), CVs (Passenger CVs and Goods CVs), three wheelers and two wheelers. It is observed from the information given in the notice and other details placed on record that both the Parties are active in the CV segment of the broader automotive sector. Considering the presence of the Parties in the broader automotive segment, the horizontal overlaps exist between their products with respect to (i) Market for manufacture and sale of CVs in India (CV Market), (ii) Market for manufacture and sale of LCVs in India (LCV Market), (iii) Market for manufacture and sale of MHCVs in India (MHCV Market), (iv) Narrower market for manufacture and sale of passenger LCVs in India (Passenger LCV Market), (v) Narrower market for manufacture and sale of goods LCVs in India (Goods LCV Market), (vi) Narrower market for manufacture and sale of goods MHCVs in India (Goods MHCV Market). Further, as per SIAM, CVs can be further divided based on their gross vehicle weight (GVW). According to the submissions, based on the GVW the overlap between Parties’ products exists in two segments within Goods MHCV Market i.e., (a) 7.5–10 tonnes, and (b) 12–14.5 tonnes. 8. In relation to the vertical overlaps/linkages, it has been submitted that there exists a potential vertical relationship on account of steel sheets procured by Target to manufacture various parts of its CVs-including chassis long members, side panelling, floor, roof and other structure related components and one of the affiliates of the Acquirer i.e., Mahindra Accelo Limited (MAL) being engaged in the supply of steel sheets. 9. With regard to the complementarity between the products/services offered by affiliates of Acquirer Group and those of the Target, the Commission noted that affiliates of Acquirer Group may provide certain services in India which could be construed to have a potential complementary linkage with the manufacture and sale of CVs by the Target in India. Each of such complementarity arising as a result of the Combination Registration No. C – 2025/05/1281 Page 4 of 6 Proposed Combination is as follows (i) Mahindra & Mahindra Financial Services Limited (“MMFSL”), an affiliate of Acquirer, is engaged in financing and leasing of automobile and potential customers of Target’s CVs may avail such financing solutions offered by MMFSL; (ii) Mahindra Insurance Brokers Limited (“MIBL”), an affiliate of the Acquirer, is engaged in providing direct insurance broking for commercial and retail customers, including motor insurance and potential customers purchasing Target’s CVs may avail insurance solutions offered by MIBL; (iii) Mahindra Logistics Limited (“MLL”), an affiliate of the Acquirer, offers integrated supply chain and mobility solutions across logistics and transport segments, and may support the Target with automotive component logistics and finished CV transport services; (iv) Mahindra First Choice Wheels Limited (“MFCWL”), an affiliate of the Acquirer, provides vehicle storage solutions, including yard rentals for OEMs, and may offer the Target the yard management and storage services for its CVs during pre-dispatch and inventory management phases. 10. The Commission decides to leave precise delineation of the relevant market open, as it is observed that because of the reasons stated below, the Proposed Combination is not likely to result in appreciable adverse effect on competition (AAEC), irrespective of the manner in which the relevant market is delineated. 11. With regards to the horizontal overlapping markets/segments, the Commission observed that the market shares of the Parties in relevant markets/segments identified for assessment purposes are as follows (for Financial Year 2025) (i) For broader CVs Market, the Acquirer and the Target hold market shares in the range of [25-30] percent and [0-5] percent, respectively; (ii) For LCV Market, the Acquirer and the Target hold market shares in the range of [40-45] percent and [0-5] percent, respectively; (iii) For MHCV Market, the Acquirer and the Target both hold market shares in the range of [0-5] percent; (iv) For Passenger LCV Market, the Acquirer and the Target both hold market shares in the range of [5-10] percent; (v) For Goods LCV Market, the Acquirer and the Target hold market shares in the range of [45-50] percent and [0-5] percent, respectively; (vi) For Goods MHCV Market, the Acquirer and the Target both hold market shares in the range of [0-5] percent. For Goods Combination Registration No. C – 2025/05/1281 Page 5 of 6 MHCV Market [GVW more than 7.5 tonnes but less than or equal to 10 tonnes), the Acquirer and the Target hold market shares in the range of [5-10] percent and [15-20] percent, respectively. For Goods MHCV Market [GVW more than 12 tonnes but less than or equal to 14.5 tonnes), the Acquirer and the Target hold market shares in the range of [10-15] percent and [0-5] percent, respectively. Further, the Commission observed that all these markets/segments are characterised by the presence of established competitors such as Tata Motors, Ashok Leyland, Force Motors, Maruti Suzuki, and VECV-Eicher which would continue to exert competitive pressure on the Parties. Based on the above, the Proposed Combination does not appear to significantly alter the competitive landscape in any of the markets/segments. 12. In relation to the potential vertical relationship between Target and one of the affiliates of the Acquirer i.e., Mahindra Accelo Limited (MAL) with respect to the supply of steel sheets to manufacture various parts of its CVs by the Target, the Commission noted that there are number of other steel sheet suppliers available in the market like ArcelorMittal, Mangla Sons, Neel Metal products, Surendra Sons and such steel sheets are not specialised steel sheets and are generic in nature. Further, it has also been submitted that no such relationship/supply arrangement between the Target and any affiliate of the Acquirer Group is contemplated at this stage. In view of the same, the Commission is of the view that the Proposed Combination is not likely to confer any ability or incentive to the Parties to foreclose competition. 13. With regards to the potential complementary linkages in relation to financing and leasing solutions offered by MMFSL, insurance services provided by MIBL, logistics solutions by MLL, and yard management services by MFCWL, the Commission noted that given the Target’s presence as reflected by its market shares in all the markets/segments, such potential complementary linkages also do not raise any foreclosurerelated competition concern. 14. 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 Combination Registration No. C – 2025/05/1281 Page 6 of 6 not likely to have AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act. 15. This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect. 16. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 17. The Secretary is directed to communicate to the Acquirer, accordingly.