Coromandel International Limited

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Page 1 of 9 COMPETITION COMMISSION OF INDIA Combination Registration No. C-2025/04/1269 1st July 2025 Notice under Section 6(2) of the Competition Act, 2002 given by Coromandel International 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 7th April 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 Coromandel International Limited (‘Acquirer’/ ‘CIL’). The Notice was filed pursuant to the execution of Share Purchase Agreement amongst CIL, KLR Products Limited (‘Seller’), Mrs. Kanumuru Lakshmi Raju (‘Promoter’), Bright Town Investment Advisor Private Limited (‘Promoter Group Party’), and NACL Industries Limited (‘NACL’/ ‘Target’) [‘Promoter SPA’]; Share Purchase Agreement between CIL and Krishi Rasayan Export Private Limited (‘Krishi Rasayan’) [‘Krishi Rasayan SPA’]; and Share Purchase Agreement between CIL and Agro Life Science Corporation Combination Registration No. C-2025/04/1269 Page 2 of 9 (‘ALSC’) [‘ALSC SPA’], each dated 12th March 2025 [Hereinafter, CIL and NACL are collectively referred to as the ‘Parties’]. 2. The Proposed Combination envisages the acquisition of up to 78.98% of the voting share capital of NACL in the following manner: (i) Acquisition of 52.98% of the voting share capital of NACL by CIL from the Seller. (ii) Acquisition of 0.003% of the voting share capital of NACL by CIL from Krishi Rasayan. (iii) Acquisition of 0.003% of the voting share capital of NACL by CIL from ALSC. (iv) The execution and signing of Promoter SPA, Krishi Rasayan SPA and ALSC SPA trigger a mandatory open offer under the applicable regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto [‘SEBI (SAST) Regulations’]. The open offer by CIL involves the acquisition of up to 26% of the voting share capital of NACL (i.e., the entire public shareholding in NACL) from its public shareholders (‘Open Offer’). [Hereinafter, steps envisaged at (i) to (iv) are collectively referred to as the ‘Proposed Combination’] 3. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 23rd April 2025, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 14th May 2025, after seeking an extension of time (Response 1). As certain defects and discrepancies were observed on examination of Response 1, vide letter dated 23rd May 2025, the Acquirer was asked to remove defect(s) and furnish requisite information, which was filed by the Acquirer vide its response dated 30th May 2025 (Response 2). The Acquirer also submitted certain voluntary submissions vide emails dated 19th June 2025, 20th June 2025, 23rd June 2025 and 24th June 2025 (Voluntary Submissions). Combination Registration No. C-2025/04/1269 Page 3 of 9 4. CIL is a public listed company and an agri-solutions provider, offering diverse products and services across the farming value chain. The holding company of CIL is E.I.D. Parry (India) Limited (‘EID Parry’), which holds 56.16% equity shareholding in CIL. As of March 2025, the promoter/ promoter group hold 58.39% shareholding in EID Parry. Within promoter/promoter group of EID Parry, Ambadi Investments Limited (‘AIL’) holds 38.28% equity shareholding in EID Parry and ~94.72% of AIL’s shareholding is held by its promoter / promoter group comprising individuals, HUFs and trusts belonging to or related to the Murugappa Family. 5. As such, CIL, EID Parry and AIL belongs to the Murugappa group of companies (‘Murugappa Group’), which is a conglomerate of companies with business presence in India and abroad, with AIL being its ultimate parent entity. The key business verticals of the Murugappa Group are: (i) agriculture; (ii) engineering; (iii) financial services. Additionally, the Murugappa Group also has business presence in certain other sectors such as tea, rubber, construction, polymer fabrics, textiles, and travel solutions. 6. CIL offers customized farm solutions and advisory services. It is primarily engaged in the manufacturing and/or sale of products and services in the following business verticals: a. Crop nutrition products: These include fertilizers and specialty nutrients. b. Crop protection products (‘CPPs’): These include insecticides, fungicides, herbicides, plant growth regulators (‘PGRs’). In addition, CIL also supplies certain bio-products aimed at crop protection. These products protect the crops and plants from pest and disease infestation. c. Active Ingredients (‘AIs’): These are the key chemicals/raw materials that are used as an input to manufacture various kinds of CPPs. d. Retail/Distribution: CIL also operates a network of around 800+ rural retail outlets offering products and farming services including crop advisory and soil testing to farmers through its Gromor stores, located in Andhra Pradesh, Telangana, Karnataka, Maharashtra and Tamil Nadu. Combination Registration No. C-2025/04/1269 Page 4 of 9 7. Further, CIL exports its crop protection solutions, including bio-pesticides and crop nutrition products. It is also engaged in the mining of rock phosphate through its subsidiary company, Boabab Mining and Chemicals Corporation (‘BMCC’) and in the manufacturing of phosphoric acid through its joint venture entities in Foskor, South Africa and TIFERT, Tunisia. 8. NACL, a public listed company, operates in the agrochemical sector. KLR Products Limited is the holding company of NACL. Further, Krishi Rasayan and ALSC are shareholders of NACL, which on a combined basis constitutes 15.68% of the share capital of NACL. 9. NACL manufactures and supplies both CPPs (i.e., formulations) and AIs (used to manufacture the CPP). As part of its crop protection business, NACL primarily manufactures and supplies products such as insecticides, fungicides, herbicides, and plant growth regulators and nematicides. NACL also exports AIs and formulations to other countries. Competition Assessment 10. Based on the information provided in the Notice, both CIL and NACL operate in the agrochemical sector. Within the agrochemical sector, CIL and NACL exhibit horizontal overlaps in the: (a) manufacture and supply of various types of CPPs; and (b) manufacture and supply of AIs, which are the key chemicals/ raw materials that are used as an input in the manufacture of CPPs. Both NACL and CIL are primarily generic manufacturers, which means that the products manufactured and sold by them are primarily ‘off patent’ products. 11. CPPs can be primarily classified into the following five types: a. Herbicides: Herbicides (also called weedicides) are used to kill undesirable plants. They can be of two types– selective and non-selective. Selective herbicides kill Combination Registration No. C-2025/04/1269 Page 5 of 9 unwanted plants, without any harm to the crop, whereas non-selective herbicides kill all the plants. b. Insecticides: Insecticides protect crops from insects that reduce crop yields and quality, by either killing them or by preventing their attack. Insecticides can either target specific categories of insects (such as chewing pests, sucking pests, etc. or be broad spectrum, i.e., which target all kinds of insects). The significant use of insecticides is primarily attributed to increased threats posed by various insect pests and the effectiveness of insecticides in controlling them. c. Fungicides: Fungicides protect crops from fungus attacks, which reduce crop yields and quality. Fungicides are of two types, namely protectants and eradicates. Protectants prevent or inhibit fungal growth, whereas eradicates kill the pests on application. Fungicides are targeted at particular diseases caused by different fungus. d. Bio-pesticides: Bio-pesticides are new-age crop protection products manufactured from natural substances like plants, animals, bacteria and certain minerals. e. Others (Plant growth regulators, etc.): PGRs help in controlling or modifying the plant growth process and are used in a wide range of crops. Relevant Market Delineation CPPs (including PGRs) 12. For the purposes of overlap assessment, the Commission considered the broad segments of each CPP type [i.e. herbicides (selective as well as non-selective), insecticide, fungicide etc.] given that these CPPs are distinguishable from each other owing to their distinctive end-use and characteristics. At the narrower level, market for manufacturing and/or sale of each CPP (at the broadest level) per crop has been considered; and at the narrowest level, the market has been segmented based on each CPP (at the broadest level) per crop (at the narrower level) and per segment (i.e, pest/mode of action or time of application). Accordingly, for insecticides, the narrowest market was defined basis the Combination Registration No. C-2025/04/1269 Page 6 of 9 type of pest targeted in a particular crop along with the method of application (soil or foliar) for targeted pest for each crop. Further, overlapping presence of the Parties has also been seen with regard to Broad Spectrum Insecticide i.e. the insecticides that target more than one type of pest. For herbicides, the narrowest market was defined basis the time on which such herbicide is applied (i.e., at a post-emergent stage or at a pre- emergent stage) in a particular crop and for selective herbicides based on specific weed targeted (broadleaf weed herbicides, graminicides and broad-spectrum herbicides) for each cereal. As regards the fungicides, the narrowest market has been considered based on mode of action level (i.e., contact, system or combination), method of application (soil or foliar), disease that the fungicide target and time of application. Further, cereal fungicides have been sub-segmented into wheat, barley, and other cereal fungicides. With regard to PGRs, market has been sub-segmented based on type of crop. AIs 13. With regard to AIs Market, it is submitted that AIs are the specific chemicals in a CPP that directly control pests, diseases or weeds. There is only one common AI manufactured by both CIL and NACL, i.e., ‘Profenofos’. Profenofos is an AI that is used in the manufacture of formulations ‘Profenofos 50% EC’ and ‘Profenofos 40% + Cypermethrin 4% EC’. Both these formulations are effective against (i) sucking pests (in cotton and soya bean); and (ii) chewing pests (in cotton, soybean and chili). Accordingly, the Parties exhibit horizontal overlap in the market for manufacturing and / or sale of Profenofos in India” (Profenofos Market). The Parties have delineated the broadest level market as the market for manufacturing and / or sale of all AIs that are used in the manufacture of insecticide formulations that are effective against (i) sucking pests (in cotton and soybean); and (ii) chewing pests (in cotton, soybean and chilli) (Broad AI Market); the narrower level market as the market for manufacturing and/ or sale of all substitutable AIs (Narrower AI Market); and the narrowest level market as the market for manufacturing and/ or sale of Profenofos (Profenofos Market). Combination Registration No. C-2025/04/1269 Page 7 of 9 14. Further, since AIs are the key chemicals that are used as an input/ raw material in the manufacture of formulations/CPPs, the business activities of the Parties exhibit following existing vertical overlaps: a. Upstream market for supply of various AIs used as an input for manufacturing formulated CPPs in India by CIL and downstream market for manufacture of formulated CPPs in India by NACL. b. Upstream market for supply of various AIs used as an input for manufacturing formulated CPPs in India by NACL and downstream market for manufacture of formulated CPPs in India in India by CIL. 15. Further, CIL (through its Gromor stores) sells CPPs to farmers and rural consumers. As a distributor of CPP products, CIL (through its Gromor stores) can potentially procure NACL products from NACL itself, for further distribution through its offline/ online channels. Accordingly, the business activities of the Parties exhibit the potential vertical overlaps in the upstream market for manufacture and sale of CPPs (insecticides, herbicides and fungicides) in India by NACL and downstream market for distribution of CPP. 16. As regards the geographic market, the Commission carried out the assessment considering pan-India markets for all market segments, except for the market segment for distribution of CPP products, as the Gromor stores cater more at a regional level. 17. The Commission decided to leave the delineation of the relevant market open, as it was observed that, based on the competition assessment provided in the subsequent paragraph, the Proposed Combination is not likely to cause appreciable adverse effect on competition (‘AAEC’) in any of the plausible relevant market(s) in India. 18. Based on the submissions, the Commission noted that the combined market share of CIL and NACL in all market segments for CPPs, broad, narrow as well as narrowest, is less than 10%. Further, the combined market share of CIL and NACL in the broad PGR Market is in the range of [10-15]% with an increment of [0-5]%. In some of the narrow Combination Registration No. C-2025/04/1269 Page 8 of 9 segments of PGRs, though the combined market share may be in the range of [15-20]%, the incremental market share is in the range of [0-5]% in all such narrow markets. 19. As regards the AIs, in the broadest and the narrower segment, the combined market shares of the Parties are in the range of [5-10]% and [10-15]% respectively, with an increment of [0-5]% in both the segments. The markets are characterised by the presence of large competitors such as UPL, Bayer, Indofil, all having significantly higher market shares. Further, the Relevant AIs (which includes the Substitutable AIs) are largely for captive consumption and for exports. 20. In the segment of Profenofos, the combined market share of the Parties is in the range of [25-30]% with an increment of [10-15]%. The market featured other credible competitors e.g. Spectrum Ethers Pvt. Ltd. [30-35]%, Sumitomo Chemicals India Ltd. [10-15]%, Krishi, Heranba Industries Ltd. and GSP Crop Sciences Ltd. in the range of [5-10]% each etc., besides the presence of some more identified players such as Gujarat Insecticides Ltd., Meghmani Organics Ltd. etc. The information on record also suggests that the Profenofos market is characterised by low barriers to entry and expansion given the presence of other players, and excess capacity with the existing ones, ensuring that market dynamics remain responsive. 21. With regard to vertical overlaps, the Commission noted that these linkages are not such to cause any foreclosure related competition concern. Further, there are various competitors present in both upstream and downstream markets in India. 22. 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. Combination Registration No. C-2025/04/1269 Page 9 of 9 23. This order may be revoked if, at any time, the information provided by the Acquirer is found to be incorrect. 24. The information provided by the Acquirer shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act. 25. The Secretary is directed to communicate to the Acquirer, accordingly.