Lence Pte. Ltd.

COMPETITION COMMISSION OF INDIA

Combination Registration No.C-2025/08/1321

$11^{\text{th}}$ November 2025

Notice under Section 6(2) of the Competition Act, 2002 filed by Lence Pte. Ltd.

CORAM:

Ms. Ravneet Kaur
Chairperson

Ms. Sweta Kakkad
Member

Mr. Deepak Anurag
Member

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

1. On $25^{\text{th}}$ August 2025, the Competition Commission of India (Commission) received a notice, under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), filed by Lence Pte. Ltd. (Acquirer), a wholly-owned subsidiary of Wilmar International Limited (WIL). The notice has been filed pursuant to share purchase agreement dated $17^{\text{th}}$ July 2025.

2. The proposed transaction envisages the acquisition of up to a maximum of 20 % of the paid-up equity share capital, and a minimum of 11% of the paid-up equity share capital of AWL Agri Business Limited (Target) from Adani Commodities LLP (Seller), a wholly-owned subsidiary of Adani Enterprises Limited (AEL) (Proposed Combination). As on date, WIL (through the Acquirer) already holds 43.94% of the paid-up equity share capital of the Target. Accordingly, post the Proposed Combination, the Acquirer will hold a maximum of 63.94% and a minimum of 54.94% paid-up equity share capital of the Target [ Hereinafter, the Acquirer and the Target are collectively referred to as the ‘Parties’].

3. In accordance with Regulation 14(2) of the Competition Commission of India (Combinations) Regulations, 2024, certain information(s)/ clarification(s) were sought from the Acquirer vide letters dated $08^{\text{th}}$ September 2025 and $22^{\text{nd}}$ October 2025. The complete response to the same was received on $24^{\text{th}}$ October 2025.

4. Lence Pte. Ltd. is incorporated in Singapore. It is a wholly owned subsidiary of WIL, which is the ultimate parent entity of the group of companies under WIL (Wilmar Group / Acquirer Group). WIL is a public company listed on the Singapore stock exchange. Acquirer Group follows an integrated agribusiness model that encompasses the entire value chain of the agricultural commodity business, from origination, to processing, branding, merchandising and distribution of a wide range of edible food and industrial products. Its business activities include oil palm cultivation, oilseed crushing, edible oils refining, flour and rice milling, sugar milling and refining, manufacturing of consumer products, ready-to-eat meals, central kitchen products, specialty fats, oleochemicals, biodiesel and fertilisers as well as food park operations. It has over 1,000 manufacturing plants and an extensive distribution network covering China, India, Indonesia and various other countries and regions. The Wilmar Group also exports various products to India. WIL is not directly present in India; however, it has indirect physical presence in India through its subsidiaries.

5. AWL Agri Business Limited (formerly known as Adani Wilmar Limited, ‘Target’) was incorporated in 1999 as a 50:50 joint venture between the Adani Group and the Wilmar Group, and has been since jointly controlled by the Adani Group and the Wilmar Group. The Target became a public listed company in 2022 when it issued approximately 12.06% shares to members of the public. The Target’s initial business activity comprised of edible oils. It is now engaged in FMCG business comprising primarily of edible oils and food & other FMCG segments (including soaps, cleaners, etc.). The Target is also engaged in industry essential segment such as castor derivatives, oleo derivatives and de-oiled cake, etc. The Target is present in Bangladesh through its subsidiary and also exports its products to various other countries.

6. In the ensuing paragraphs, the assessment of the Proposed Combination, in relation to the relevant market(s)/segment(s) with regard to horizontal overlaps and vertical relationships as identified by the Parties in the notice, has been provided. The Commission decided to leave precise delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to result in any appreciable adverse effect on competition irrespective of the manner in which the relevant market is delineated, because of the reasons stated below.

Identification and Assessment of Overlaps

7. It is submitted in the notice that the Target is established as a joint venture, and WIL (through the Acquirer) already holds 43.94% shareholding in the Target. Further, in terms of competition law principles, the Target is already under the control of the Acquirer leading to alignment of the business interest of WIL and Target. It is also submitted that there is unity of interest amongst the Wilmar Group and the Target, and both do not act as competitors. In fact, the Wilmar Group conducts commercial operations in India through the Target. Therefore, the market presence of the Target is required to be considered as the market presence of the Acquirer. However, for the purposes of competition assessment of the Proposed Combination, the overlaps are mapped between the Acquirer Group (excluding the activities of the Target) on one hand, and the Target on the other.

I. Horizontal Overlaps

8. It is submitted in the notice that, based on the business activities the Parties there exist horizontal relationships amongst them in the following relevant markets: (A) Markets for sale of sugar, namely, (i) sale of sugar in India (Sugar Market), (ii) sale of refined sugar in India (Refined Sugar Market), (iii) sale of sugar in each state where both the Parties sell sugar (State-wise Sugar Market), (iv) sale of refined sugar in each state where both the Parties sell sugar (State-wise Refined Sugar Market), and (v) sale of branded refined sugar in India (Branded Refined Sugar Market); (B) Market for production and sale of oleochemicals and its segments, namely, (i) market for production and sale of soap noodles in India (Soap Noodles Market), (ii) market for production and sale of refined glycerine in India (Refined Glycerine Market) and (iii) market for production and sale of fractionated fatty acid in India (Fractionated Fatty Acid Market). and its segments, viz., market for sale of fatty alcohol in India (Fatty Alcohol Market), market for sale of lauric acid in India (Lauric Acid Market), market for sale of myristic acid in India (Myristic Acid Market), market for sale of oleic acid in India (Oleic Acid Market), market for sale of palmitic acid in India (Palmitic Acid Market) and market for sale of stearic acid in India (Stearic Acid Market); (C) market for sale of refined sunflower seed oil in India (Refined Sunflower Seed Oil Market); (D) market for sale of refined palm olein in India(Refined Palm Olein Market); (E) market for sale of refined palm stearin in India (Refined Palm Stearin Market) and (F) market for production and sale of Palm Fatty Acid Distillate (PFAD) in India (PFAD Market).

9. Based on the submissions of the Parties, it is noted that the combined market shares of the Parties in the aforesaid relevant markets range from [0-5] % to significantly higher in a few relevant markets. However, considering the presence of other players in the said markets and the shareholding and control already held by the Acquirer in the Target, it appears that the Proposed Combination is not likely to change the competition dynamics in the identified relevant markets and is not likely to raise competition concern.

II. Vertical Relationships

10. It is submitted in the notice that, based on the business activities of the Parties there exist vertical relationships amongst them as follows: (i) Vertical relationship between the Acquirer Group in the broad Refined Sugar Market and the narrow State-wise Refined Sugar Market where both the Parties sell sugar at the upstream level, and the Target in the market for sale of pickles in India (Pickles Market) at the downstream level; (ii) Vertical relationship on account of upstream supply of refined sugar in India by the Acquirer Group (through affiliates) and downstream sale of the refined sugar in India by the Target; (iii) Vertical relationship between the Acquirer Group in the Soap Noodles Market at the upstream level and the Target in the market for sale of soap in India (Soap Market) at the downstream level; (iv) Vertical relationship on account of upstream supply of refined glycerine by the Acquirer Group and downstream sale of refined glycerine by the Target; (v) Vertical relationship between the Acquirer Group in the upstream market for sale of crude glycerine in India (Crude Glycerine Market) and the Target in the Refined Glycerine Market at the downstream level; (vi) Vertical relationship between the Acquirer Group as an upstream supplier of fractionated fatty acid and the Target as downstream seller of the same; (vii) Vertical relationship between the Acquirer Group in the market for sale of crude sunflower seed oil in India (Crude Sunflower Seed Oil Market) at the upstream level and the Target in the Refined Sunflower Seed Oil Market at the downstream level; (viii) Vertical relationship between the Acquirer Group in the market for sale of crude degummed soybean oil (CDSO) in India (CDSO Market) at the upstream level and the Target in the market for sale of refined soybean oil in India (Refined Soybean Oil Market) at the downstream level; (ix) Vertical relationship between Acquirer Group in the market for sale of crude palm oil (CPO) in India at the upstream level (CPO Market) and the Target in the market for sale of refined palm oil (RPO) in India (RPO Market) at the downstream level; (x) Vertical relationship on account of upstream supply of refined palm olein by the Acquirer Group and downstream sale of refined palm olein by the Target; (xi) Vertical relationship between the Acquirer Group in the market for sale of crude palm kernel oil (CPKO) in India (CPKO Market) at the upstream level and the Target in the market for sale of refined palm kernel oil (RPKO) in India (RPKO Market) at the downstream level and (xii) Vertical relationship between the Acquirer Group in the Refined Palm Stearin Market at the upstream level and the Target in the Soap Market at the downstream level.

11. Based on the submissions of the Parties, it is noted that individual market shares of the Parties range between [0-5] % to [30-35] % in the upstream relevant markets and between [0-5] % to [40-45] % in the downstream relevant markets. However, where the market share is high in one vertically related market, the market share in the corresponding vertically related market is in the range of [0-5] % only, except in one case where market share in corresponding market is in the range of [5-10] %. In any case, there are other players present in each of the said markets. Considering the same and the shareholding and control already held by the Acquirer in the Target, it appears that the Proposed Combination is not likely to change the competition dynamics in the vertically related markets and is not likely to raise competition foreclosure concern.

12. 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 sub-section (4) of Section 20 of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

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

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

15. The Secretary is directed to communicate to the Acquirer accordingly.