CCI’s Approach to Internal Reorganisations and Changes in Control

On 2 June 2026, the CCI approved[1] the proposed restructuring of UPL Limited’s (UPL) group entities to consolidate its Indian and global crop protection businesses under UPL Global Sustainable Agri Solutions Limited (UPL 2). The notification was filed pursuant to a Composite Scheme of Arrangement approved by UPL’s Board.

The transaction involved an internal reorganisation under which UPL Sustainable Agri Solutions Limited (UPL SAS) and UPL Crop Protection Holdings Limited (Cayman 1), which respectively handled UPL’s Indian and global crop protection businesses, would be transferred to UPL 2, a wholly owned subsidiary of UPL.

The CCI emphasised that a change in the degree or quality of control requires assessment of whether the acquiring entity’s ability or incentive to exercise control changes, including due to the removal of other shareholders’ restraining influence. As UPL would acquire an additional degree of control over the businesses, the CCI found that any overlaps with UPL were notional and would not affect competition. It therefore found no horizontal, vertical or complementary linkages raising competition concerns and approved the combination under Section 31(1).

Under the Competition (Criteria for Exemption of Combinations) Rules, 2024, [2] intra-group mergers or amalgamations are generally exempt where they do not result in a change in control. However, the exemption does not apply where the restructuring results in a change in control, a shift in decision-making power to an external entity or a different management structure. The change in the degree of control in the present case therefore brought the restructuring within the scope of merger control assessment.

In a similar combination approved[3] by the CCI, Sanlam Emerging Markets (Mauritius) Limited (SEMM) acquired additional shares in Shriram Life Insurance Company Limited (SLIC) from Shriram Capital Private Limited (SCPL), increasing its shareholding from 49.25% to over 50% and thereby changing the degree of control, while SLIC remained under joint control of SEMM and the Shriram Group. The CCI also identified a vertical linkage between SLIC’s life insurance business and the distribution activities of SCPL’s subsidiaries.

Given the parties’ insignificant market shares, the CCI found that the proposed combination was unlikely to cause an appreciable adverse effect on competition (AAEC) in India and approved it under Section 31(1) of the Competition Act.

Business Takeaway: The decisions highlight that changes in the degree or quality of control can trigger merger control assessment even in intra-group reorganisations. Businesses should therefore assess changes in control rights and shareholder influence before relying on intra-group exemptions.

[1] CCI: 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, Combination Registration No. C-2026/04/1407, order dated 2 June 2026.

[2] CCI, Item 10, Schedule to the Competition (Criteria for Exemption of Combinations) Rules, 2024; CCI, Combination FAQs, FAQ 104.

[3] CCI: Notice under Section 6(2) of the Competition Act, 2002 given by Sanlam Emerging Markets (Mauritius) Ltd, Combination Registration No. C-2026/05/1416, order dated 9 June 2026.

Last Updated on 21 August, 2026