Approval of Internal Reorganisation of UPL Limited Crop Protection Businesses

COMPETITION COMMISSION OF INDIA (Combination Registration No. C-2026/04/1407)

02nd June 2026

Notice under Section 6 (2) of the Competition Act, 2002 jointly filed by UPL Limited; UPL Sustainable Agri Solutions Limited; UPL Global Sustainable Agri Solutions Limited; UPL Crop Protection Holdings Limited; TPG Upswing Limited; Platinum Jasmine A 2018 Trust; and Woodhall Holdings (DIFC) Limited.

CORAM:

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr Deepak Anurag Member

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

1. On 02nd April 2026, the Competition Commission of India (Commission) received a notice (Notice), under Section 6(2) of the Competition Act, 2002 (Act), filed by UPL Limited (UPL 1), UPL Sustainable Agri Solutions Limited (UPL SAS), UPL Global Sustainable Agri Solutions Limited (UPL 2), UPL Crop Protection Holdings Limited (Cayman 1), TPG Upswing Limited (TPG), Platinum Jasmine A 2018 Trust (acting through its trustee, Platinum Owl C 2018 RSC Limited) (Platinum), Woodhall Holdings (DIFC) Limited (WHL) [UPL 1, UPL SAS, UPL 2, Cayman 1, TPG, Platinum, and WHL are hereinafter collectively referred to as ‘Parties’.]

2. The Proposed Combination is a reorganisation and involves a series of interconnected steps that will result in the transfer of two business verticals of UPL 1, i.e., (i) the India crop protection business, housed under UPL SAS (India CPC Business) and (ii) the global crop protection business [(housed directly and indirectly (through its subsidiaries) under Cayman 1)] (Global CPC Business) to UPL 2, a wholly owned subsidiary of UPL 1.

3. The Notice is filed pursuant to the resolution passed by UPL 1’s board of directors approving the Composite Scheme of Arrangement (Scheme) amongst UPL 1, UPL SAS, UPL 2, Cayman 1 and their respective shareholders in relation to the Proposed Combination.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), vide letter dated 17th April 2026, certain information(s)/clarification(s) relevant for the purpose of assessment of the combination were sought from the Parties. The Parties submitted the response dated 11th May 2026, after seeking extension of time. In addition, the Parties also submitted certain voluntary submissions. The Parties also made UPL Corporation Limited Mauritius (UPL Mauritius) as one of the notifying parties in the Proposed Combination.

5. UPL 1, a listed company incorporated in India, is a global agri-solutions organisation. It is the ultimate holding company of the UPL group. UPL 1, along with its affiliates, is engaged in the business of research, development, manufacturing and sale of crop protection products, micronutrients, bio-solutions, seeds and post-harvest treatments.

6. UPL SAS, currently houses the India CPC Business. It is the consumer-facing entity of UPL 1 and is engaged in the manufacturing and sale of agri-solutions such as crop protection, crop treatment, bio-solutions, seed treatment and other agronomic services in India.

7. UPL 2 is wholly owned subsidiary of UPL 1 and has no business operations in India. It has been incorporated to house the India CPC Business and the Global CPC Business, after the completion of the Proposed Combination.

8. Cayman 1 holds the Global CPC Business which is carried out through its indirect subsidiaries, including Arysta LifeSciences India Limited (Arysta). It also provides crop protection solutions to innovative Bio Solutions. Cayman 1 is indirectly wholly- owned by UPL 1.

9. Platinum is a restricted scope company (private limited company), incorporated in the Abu Dhabi Global Market (ADGM), acting in its capacity as trustee for Platinum Jasmine A 2018 Trust, which was established under the laws of the ADGM by a deed of settlement. Abu Dhabi Investment Authority (ADIA) is the sole beneficiary and settlor of the Platinum Jasmine A 2018 Trust.

10. TPG is ultimately controlled by TPG Inc. which is the ultimate holding company of the TPG Group. TPG Inc., listed on NASDAQ, is regulated by the Securities and Exchange Commission. TPG primarily invests in complex asset classes such as private equity, real estate and public market strategies. The TPG Group operates in India through its various investments in sectors such as technology, healthcare, consumer and financial services.

11. WHL is a company incorporated in UAE and is stated to be a part of the Brookfield Group. Brookfield Corporation (BN), the ultimate holding entity of the Brookfield Group, through its asset manager, controls a global alternative investment management company, which owns and operates assets focused on infrastructure, renewable power, property and other real estate assets. In India, BN has several investments, including investing jointly through operating partnerships.

12. With regards to the overlaps identification, it has been submitted that as a result of Proposed Combination, it is only UPL 1 which will acquire additional degree of control over the India CPC Business and the Global CPC Business (which will both be housed under UPL 2), overlaps have been mapped against the business activities of UPL 1 vis-à-vis the India CPC Business and the Global CPC Business.

13. The Commission notes that the Proposed Combination is a reorganisation and the India CPC Business will only be reorganized/transferred under a different entity (i.e. UPL 2) and will continue to be under joint control (with only the degree of control undergoing a change). The Commission noted that from competition perspective, the key aspect for examination in cases involving change in control from joint to sole or changes in degree or quality of control is the change in ability/incentive of the entity acquiring control resulting from lifting of restraining influence of other shareholders arising from their potentially different interests. Further, such potential differences would also depend upon various factors such as extent of shareholding, nature of rights, overall presence of the entity, etc. Accordingly, given this internal reorganization, the overlaps, if identified, between UPL 1 and UPL SAS would be notional and will have no impact on the competition dynamics of any of the market(s) involved.

14. In relation to vertical linkages and complementary activities, it has been submitted that other than the India CPC Business and the Global CPC Business, UPL 1 undertakes the business of specific chemicals, through Superform Chemistries Limited, which is utilised in manufacturing of crop protection products. However, it is also submitted that there are no existing or potential vertical relationships or complementary activities for the following reasons: (i) the business relationship between Superform Chemistries Limited (a wholly owned subsidiary of UPL 1) and UPL SAS (which houses the India CPC Business) is a captive arrangement between the same group (i.e., UPL Group) which will continue post the completion of the Proposed Combination; and (ii) the Proposed Combination is an internal restructuring that has no effect on the market dynamics whatsoever.

15. 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.

16. This order shall stand revoked if, at any time, the information provided by the Parties is found to be incorrect.

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

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