Amalgamation of BN Agrochem Limited, A1 Agri Global Limited, B.N. Agritech Limited and Salasar Balaji Overseas Private Limited · C-2025/12/1362

COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/12/1362 28th April 2026

Notice under Section 6(2) of the Competition Act, 2002 given by BN Agrochem Limited, A1 Agri Global Limited, B.N. Agritech Limited and Salasar Balaji Overseas Private Limited

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 26th December 2025, the Competition Commission of India (Commission) received a Notice under Section 6(2) of the Competition Act, 2002 (Act) given by BN Agrochem Limited (BNAC), A1 Agri Global Limited (Agri), B.N. Agritech Limited (BNA) and Salasar Balaji Overseas Private Limited (Salasar) [hereinafter, BNAC, Agri, BNA and Salasar are collectively referred to as the ‘Parties’]. The Notice was filed pursuant to the Scheme of Amalgamation (Scheme) approved by respective boards of the Parties on 28th June 2025.

2. Under the Scheme, Agri, BNA, and Salasar (collectively, ‘Transferor Companies’) will merge into BNAC, which shall be the surviving entity (Proposed Combination).

3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combinations Regulations), vide letter dated 8th January 2026 (RFI), certain information and clarifications were sought from the Parties. The Parties submitted the response to RFI on 15th January 2026 followed by additional submissions dated 2nd February 2026, 16th February 2026 and 2nd March 2026 after seeking extension of time (collectively, ‘Response’). As the Response was incomplete, vide letter dated 25th March 2026 issued under Regulation 14 of the Combination Regulations, the Parties were again required to provide requisite information/clarifications (RFI 2). The Parties submitted the response to RFI 2 dated 13th April 2026 after seeking extension of time.

4. BNAC is engaged in acquiring interest in companies dealing in manufacturing and trading of various kinds of oil, oilseeds, solvent extraction, extracted oil cakes, refined oil and it also deals in the trading of edible oil, seeds etc.

5. Agri is primarily engaged in the business of manufacturing and trading of edible oil, more specifically, mustard oil.

6. BNA is engaged in the manufacturing and trading of edible oils in India and primarily sells, soya, sunflower, and kachi ghani mustard oil (KGMO) in India.

7. Salasar is an Indian private company engaged in the wholesale and retail trading of indigenous vegetable cooking oils such as refined soya oil, refined palmolein oil, and mustard oil.

8. The Parties form part of the BN Group and are directly or indirectly controlled by Mr. Anubhav Agarwal and his family.

9. The Commission observed that the Proposed Combination is primarily an internal restructuring and is not likely to result in any significant change in control dynamics of the Parties. Considering the same, there does not appear to be any likelihood of a significant change in operational dynamics of plausible markets/market segments that can be affected by the Proposed Combination. Nonetheless, the Commission considered the presence of the Parties in various horizontally overlapping/vertically linked market segments to examine the position of the Parties in the edible oil industry.

10. As noted, the Parties are primarily engaged in activities related to the edible oil industry, viz., manufacturing, trading, refining, and packaging of edible oils and oilseeds. Based on the information contained in the Notice, horizontal overlaps between the Parties are observed in the broader edible oil market and narrower edible oil market segments such as palm oil, soya oil, sunflower oil, and KGMO in India.

11. In terms of the value chain, as submitted, only Agri and BNA are engaged at multiple levels of the production chain with respect to edible oils, i.e., (i) Agri undertakes origination/sourcing, crushing, refining, and trading of mustard seeds and mustard oil, and (ii) BNA is present at the refining stage of crude sunflower oil, crude palmolein oil and crude soyabean oil, and marketing these edible oils.

12. As noted, the combined market share of the Parties in the broader market of edible oil and narrower market segments of palm oil, sunflower oil and KGMO is estimated to be less than 5 percent and the same is estimated to be less than 10 percent in the market segment of soya oil. Further, as regards the vertical linkages, the Commission noted the submissions of the Parties that Agri and BNA do not offer the services of crushing or refining to any third parties and that even if the captive crushing and refining capabilities are considered, the combined market share of the Parties at the stage of crude edible oil/refined edible oil is estimated to be less than 5 percent. Accordingly, the Proposed Combination is not likely to cause appreciable adverse effect on competition (AAEC) in the horizontally affected market segments and the vertical linkages arising from the Proposed Combination are also not likely to confer the resulting entity with an ability/incentive to engage in the foreclosure strategies. Accordingly, the Commission decided to leave the question of exact delineation of relevant markets as open.

13. 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.

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

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

16. The Secretary is directed to communicate to the Parties accordingly.