Combination Registration No. C-2026/04/1411, Honda Motor Co., Ltd. (‘Honda’), Hitachi, Ltd. (‘Hitachi’), and Astemo, Ltd. (‘Astemo’)

Proposed Transaction

Honda manufactures passenger vehicles in India through Honda Cars India Limited, two-wheelers through Honda Motorcycle and Scooter India Pvt. Ltd., and power products through Honda India Power Products Ltd. Astemo supplies automotive and power product components and has been jointly controlled by Honda, Hitachi, and JICC-01 Investment Business Limited Partnership since October 2023. Since Astemo already belongs to the Honda group, the Order records that references to the acquirer group exclude the target group throughout.

On June 23, 2026, the CCI approved Honda’s acquisition of a 21% voting interest in Astemo from Hitachi, taking Honda’s voting rights from 40% to 61%. The notice was filed on April 10, 2026, following a share purchase agreement and a shareholders’ agreement, both dated December 16, 2025, the latter executed with Hitachi and JICC-01. Requests for information were issued on April 24 and May 27, 2026, answered on May 18 and June 2, 2026, and followed by voluntary submissions on June 5, 2026.

CCI Findings

Vertical Overlaps: The vertical linkages arose from Astemo’s upstream sale of automotive and power product components in India and Honda’s downstream manufacture of passenger vehicles, two-wheelers, and power products. The CCI delineated nineteen upstream component markets, running from front forks and engine control units for two-wheelers to exhaust gas recirculation valves and ignition coils for passenger vehicles, and three downstream markets. On geography, the parties resisted a cluster-level market and the CCI agreed. Original equipment manufacturers choose component suppliers on technical capability, reliability, and scale rather than location; sourcing decisions are made nationally or globally; the parties’ presence across Indian automobile clusters showed no consistent pattern of concentration; and transport costs are a small fraction of operating costs. The CCI therefore assessed the transaction on a pan-India basis.

The market shares were significant. Astemo’s upstream share reached the [20-25]% band for front forks for two-wheelers, [25-30]% for fuel pumps for power products, and [35-40]% for throttle bodies for power products, against Honda’s [20-25]% share of the two-wheeler market. Across the nineteen upstream markets the shares sat in the [0-5]% band in three, [5-10]% in five, [10-15]% in three, [15-20]% in five, and [20-25]% in one, against downstream shares of [0-5]% in passenger vehicles and [20-25]% in two-wheelers. The CCI also relied on named constraints: Hero MotoCorp, Bajaj Auto, and TVS Motor in two-wheelers, and Maruti Suzuki, Hyundai, Tata Motors, and Mahindra in passenger vehicles.

The CCI cleared the transaction because Astemo already sat within Honda’s group as an affiliate under common control and would remain under Honda’s joint control after closing, so incentives were unchanged; because the upstream customers are sophisticated automobile companies with countervailing buyer power; and because the power product linkages were captive intra-group sales. Delineation of the relevant markets was left open and the transaction was approved under Section 31(1) of the Act.