Allowed

1. Renault Group B.V. 2. Renault S.A.S.

CCI28 Jul 2025C-2025/05/1286

Case brief

AI extract

What is this about?

The Commission approved a proposed combination where Renault Group acquired Nissan's 51% stake in RNAIPL, a joint venture manufacturing passenger vehicles. Finding the combined market share between Renault and Nissan to be negligible (0-5%), the Commission held that the combination would not cause an appreciable adverse effect on competition.

What did the court decide?

Proposed Combination approved under Section 31(1) of the Act.

1. Renault Group B.V. 2. Renault S.A.S. — Company and Corporate | CCI (2025)

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COMPETITION COMMISSION OF INDIA

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Combination Registration No.C-2025/05/1286

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28^th July 2025

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Notice under Section 6(2) of the Competition Act, 2002 given by Renault Group B.V. and Renault S.A.S.

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CORAM:

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Ms. Ravneet Kaur Chairperson

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Mr. Anil Agrawal Member

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Ms. Sweta Kakkad Member

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Mr. Deepak Anurag Member

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Order under Section 31(1) of the Competition Act, 2002

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On 16^th May 2025, the Competition Commission of India ( Commission ) received a notice ( Notice ), under sub-section (2) of Section 6 of the Competition Act, 2002 ( Act ), given by Renault Group B.V. ( Acquirer 1 ) and Renault S.A.S. ( Acquirer 2 ) [Acquirer 1 and Acquirer 2 are collectively referred to as ‘ Acquirers ’].

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The Notice has been filed pursuant to execution of inter alia the following documents: (a) Share purchase agreement dated 31^st March 2025 executed amongst Acquirer 1, Nissan Motor Company Ltd. Japan ( Nissan ) and Nissan Overseas Investments B.V. ( Nissan Overseas ) as amended by way of the First Amendment to the share purchase

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Combination Registration No. C-2025/05/1286

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agreement dated 29^th April 2025 ( SPA ) [Nissan and Nissan Overseas are collectively referred to as the Sellers ]; and (b) Termination Agreement of Renault Nissan Automotive India Private Limited ( RNAIPL/Target ) Shareholders’ Agreement dated 31^st March 2025 executed between Acquirer 1 and the Sellers ( RNAIPL Termination Agreement) .

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The proposed combination entails an acquisition of 51% equity shareholding held by Nissan and Nissan Overseas in the Target by the Acquirers ( Proposed Combination ).

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Subsequent to the Proposed Combination, the Target will move from being jointly controlled by Renault S.A. ( Renault ) (through Acquirer 1) and Nissan (including Nissan Overseas) to being a wholly owned subsidiary of the Acquirers. Accordingly, all rights with respect to the Target will rest solely with the Acquirers.

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In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 ( Combination Regulations ), certain information(s)/clarification(s) were sought from the Acquirers vide letters dated 29^th May 2025 and 19^th June 2025 and the complete response to the same was received on 2^nd July 2025.

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Acquirer 1 is wholly owned by the Acquirer 2. It is engaged in the business of: (i) obtaining and investing in movable and immovable properties and other assets, (ii) participate, finance, collaborate, undertake management of companies and other enterprises and provide advisory services (within the Renault Group), (iii) acquire and assign industrial and intellectual property rights and (iv) provide security for debts of legal persons or its group entities.

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Acquirer 2 is engaged in the study, construction, trading, repair, maintenance and rental of motor vehicles, including the study and manufacture of parts and equipment used for the construction or operation of vehicles. It is also engaged in the provision of services related to the aforementioned business activities.

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The ultimate parent entity ( UPE ) of the Acquirers is Renault. Renault is a French multinational automobile manufacturer and publicly listed entity headquartered in

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Combination Registration No. C-2025/05/1286

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Boulogne- Billancourt, France. Renault together with all its downstream holdings (including the Acquirers) is referred to as the Renault Group ( Acquirer Group ). Broadly, the Acquirer Group has activities in the following sectors: (a) automotive (including design, production and distribution of passenger cars, light commercial vehicles, electric vehicles, the Renault powertrain product line, and spare parts); and (b) services (including sales financing, rental, maintenance and service contracts).

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The Target is currently a joint venture between Acquirer 1 and the Sellers. It belongs to the Renault Group as well as the Nissan Group, since both entities exercise shareholding of more than 26% in the Target. It does not have any affiliates in India which fulfil the Materiality Thresholds.¹ It is engaged in the manufacturing and assembly of passenger vehicles, including transmissions; vehicle parts and provision of related services only to Renault and Nissan. Further, it is stated that the Target will continue to manufacture passenger vehicles for both Renault and Nissan even after the Proposed Combination. The Target operates a plant in Tamil Nadu.

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For the purpose of overlap assessment, the activities of the entities of Acquirer Group (including all group entities and affiliates of Renault as per the Materiality Thresholds² , and Target in India have been considered. It is submitted that both Acquirer Group and Target do not exhibit any horizontal overlaps.

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With regard to the identification and assessment of vertical linkages, the Parties have submitted that the existing vertical relationship between the Parties arise from the existing supply arrangements between the Renault Group and the Target, and that these supply arrangements have subsisted even before the Proposed Combination was envisaged and would continue irrespective of the Proposed Combination.

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The Target is engaged in the manufacturing and assembly of passenger vehicles, including transmissions, components, vehicle parts and provision of related services to

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1 The entities with business presence in India (either through a physical presence in India or revenue generated from India): (a) 10% or more of the shareholding or voting rights of the enterprise; (b) right or ability to have representation on the board of directors of such enterprise either as a director or an observer; or (c) right or ability to access commercially sensitive information of the enterprise ( Materiality Thresholds ).

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2 Ibid

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Combination Registration No. C-2025/05/1286

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Renault (through its affiliate, Renault India Private limited ( RIPL )), and Nissan (through Nissan Motor India Pvt. Ltd. ( NMIPL )).

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Therefore, the Target and Acquirer Group through RIPL exhibits a vertical linkage in the “ market for manufacture of passenger vehicles in India ” ( Broad Relevant Market ) and its sub-segments viz. , “ market for manufacture of passenger cars in India ” ( Narrow Relevant Market 1 ); and “ market for manufacture of utility vehicles in India ” ( Narrow Relevant Market 2 ) [collectively, the “ Relevant Markets ”] . Further, the Acquirers have submitted that since there is no independent or standalone market for the manufacturing of passenger vehicles that is distinct from their sale, the purported vertical relationship entails a scenario where the relevant upstream and downstream product markets are the same, i.e ., market for manufacture and sale of passenger vehicles . Additionally, since the Target is engaged in the supply of passenger vehicles only for Renault and Nissan, i.e ., on a captive basis it is submitted that the market shares of the Target are attributable to those of Renault and Nissan.

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The Commission decides to leave the exact delineation of the relevant market open, as it was observed that, because of the reasons stated below, the Proposed Combination is not likely to cause appreciable adverse effect on competition ( AAEC ) in any of the plausible relevant market(s) in India.

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Based on the submissions of the Acquirers, it is noted that the combined market share of Renault and Nissan in the aforesaid segments of vertical linkages identified above are in the range of [0-5] %. Further, each of these markets is characterised by presence of several other credible players. Thus, the Proposed Combination is not likely to cause any change in competition dynamics nor raise any competition foreclosure concern in India.

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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 AAEC in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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Combination Registration No. C-2025/05/1286

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

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

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The Secretary is directed to communicate to the Acquirers, accordingly.

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1. Renault Group B.V. 2. Renault S.A.S.

Case brief

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1. Renault Group B.V. 2. Renault S.A.S.

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