Toyota Asset Preparatory Co., Ltd.

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/10/1341

25^th November 2025

Notice under Section 6(2) of the Competition Act, 2002 given by Toyota Asset Preparatory 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 27^th October 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by Toyota Asset Preparatory Co., Ltd. (SPV/Acquirer) in relation to acquisition of 100% shareholding of Toyota Industries Corporation (TIC / Target) to effectuate the internal restructuring and consolidation of TIC within the Toyota Motor Corporation (TMC) group [the Acquirer, the Target, Toyota Motor Corporation (TMC), Acquirer Relevant Entities and Target Relevant Entities (as defined later) are collectively referred to as ‘Parties’].

2. The Notice was filed pursuant to the execution of inter alia (i) Master Agreement dated 3^rd June 2025 executed between TMC and Toyota Fudosan Co., Ltd. (TFC) and (ii) Tender Offer Agreement dated 3^rd June 2025 executed between TFC and the Target.

3. The proposed combination envisages acquisition of 100% shareholding of Target to effectuate the internal restructuring and consolidation of TIC within the TMC group (Proposed Combination). In terms of the ‘Notice Concerning Planned Commencement of Tender Offer for the Share Certificates, etc. of Toyota Industries Corporation’ dated 3^rd June 2025 (Tender Offer Announcement), the Proposed Combination contemplates TFC’s acquisition (through the Acquirer) of all the common shares of the Target listed on the Tokyo Stock Exchange and the Nagoya Stock Exchange by means of a tender offer under the Financial Instruments and Exchange Act, as part of a series of transactions aimed at taking the Target public-to-private.

4. The broad steps contemplated to give effect to the Proposed Combination, as notified, are as under:

• a) the Acquirer will place a tender offer to purchase the shares held by DENSO Corporation (DENSO), Toyota Tsusho Corporation (Tsusho), AISIN Corporation (AISIN) and TIC Minority Shareholders in the Target;
• b) TMC, DENSO, Tsusho and AISIN, will buy back their own shares held by the Target such that the Target would no longer hold shares in these entities;
• c) in the event that the Acquirer is unable to acquire all the shares subject to the tender offer mentioned at (a), a share consolidation will be conducted for the purpose of making the Acquirer and TMC the only shareholders in the Target (referred to as the squeeze-out procedure); and
• d) the Target will buy back its own shares held by TMC, such that the Target will become a wholly owned subsidiary of the Acquirer.

5. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 7^th November 2025, certain information and clarifications were sought from the Parties. The Parties submitted their response on 13^th November 2025 (Response) followed by additional voluntary submissions on 19^th November 2025.

6. The Acquirer is a special purpose vehicle that has been incorporated in Japan for the purposes of the Proposed Combination. It is not engaged in any businesses / activities in India or globally. TFC, which does not have any presence in India, holds ~99% shareholding in the Acquirer [through Toyota Asset Co., Ltd (Holdco)] and is wholly owned collectively by TMC (a publicly listed company) and TMC Affiliates. As such, the Acquirer is controlled by TMC only, which is primarily engaged in the manufacture and sale of automobile vehicles and automotive parts, in India. Globally, TMC is engaged in automobile manufacturing and other businesses including housing, communications, marine and biotechnology, and afforestation. In accordance with the materiality thresholds, TFC, TMC and TMC affiliates are collectively referred to as ‘Acquirer Relevant Entities’.

7. The Target is a publicly listed entity. An aggregate of 44.28% of the Target’s equity shareholding is held by TIC Majority Shareholders (with TMC holding 24.21% and TFC holding 5.32%, and the remaining (approximately 14.75%) is held by certain other TMC Affiliates, namely, Aichi, JTEKT, Tsusho, AISIN, DENSO and Boshoku). In India, the Target is engaged in sales and servicing of material handling equipment, manufacture and sales of engines and transmission parts for passenger vehicles, manufacture and sales of textile machinery, and provision of automated logistics solutions. The Target and Target affiliates are collectively referred to as ‘Target Relevant Entities’.

8. For the purpose of competition assessment, the Commission considered the activities of Acquirer Relevant Entities on one hand and Target Relevant Entities on other. Based on the information contained in the Notice, no areas of horizontal overlap were observed. Certain vertical linkages were, however observed, i.e. (i) Vertical Linkage 1 involving the upstream market for the manufacture and sale of engines for passenger vehicles in India (Engines Market) and downstream market for the manufacture and sale of passenger vehicles in India (Passenger Vehicles Market); and (ii) Vertical Linkage 2 involving the upstream market for manufacture and sale of manual transmission parts for manual transmission systems for passenger vehicles in India (Transmission Parts Market) and downstream market for manufacture and sale of manual transmission systems for passenger vehicles in India (Transmission Systems Market).

9. The Commission notes that the Proposed Combination is essentially to take the Target public-to-private. The Commission noted the presence of Acquirer Relevant Entities and Target Relevant Entities in each of the vertical linkages and observed that the market shares of the Parties is in the range of [0-5]% in the Engines Market, the Transmission Parts Market and the Transmission Systems Market and [5-10]% in the Passenger Vehicles Market. Further, as observed, each of these markets is characterised by presence of other significant competitors. Moreover, the Proposed Combination neither leads to the entry or exit of any competitor nor does it alter the manner in which the Parties conduct their business. Considering the same, the Proposed Combination is not likely to cause change in competition dynamics of plausible relevant markets that could have been delineated and accordingly the question of exact delineation of relevant market(s) is left open.

10. 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.

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

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

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