Combination Registration No. C-2026/04/1407, UPL Limited (‘UPL’) and UPL Sustainable Agri Solutions Limited (‘UPL SAS’)

Proposed Transaction

UPL is the listed parent of the UPL group. UPL SAS houses the group’s India crop protection business, while the global crop protection business is held under UPL Crop Protection Holdings Limited through indirect subsidiaries including Arysta LifeSciences India Limited.

The Competition Commission of India (‘CCI’) approved a composite scheme of arrangement under which UPL transfers both verticals, the India crop protection business housed under UPL SAS and the global crop protection business held under UPL Crop Protection Holdings Limited, to UPL Global Sustainable Agri Solutions Limited, a wholly owned subsidiary. The notice was filed on April 2, 2026, jointly by the UPL entities together with TPG Upswing Limited, the Platinum Jasmine A 2018 Trust, whose sole beneficiary and settlor is the Abu Dhabi Investment Authority, and Woodhall Holdings (DIFC) Limited of the Brookfield group. Platinum acts through its trustee, Platinum Owl C 2018 RSC Limited, and was established under the laws of the Abu Dhabi Global Market; Woodhall Holdings is incorporated in the UAE under Brookfield Corporation; and TPG Upswing is ultimately controlled by NASDAQ-listed TPG Inc. UPL Corporation Limited Mauritius was added as a notifying party during the review, and approval came on June 2, 2026.

CCI Findings

Horizontal Overlaps: The CCI held that any overlaps between UPL and UPL SAS were notional and would not affect competition dynamics, the India crop protection business being reorganised under a different entity and remaining under joint control, with the degree of control alone undergoing a change.

Vertical Overlaps: The supply relationship with Superform Chemistries Limited was found to be a captive intra-group arrangement that survives the transaction unchanged.

The Order sets out the CCI’s analytical framework for reorganisations. Where control moves from joint to sole, or the degree or quality of control changes, the question is whether the entity acquiring control gains an ability or incentive it did not have before, once the restraining influence of other shareholders with potentially different interests is lifted. That in turn depends on the extent of shareholding, the nature of rights, and the overall presence of the entity.