Saudi Agricultural and Livestock Investment Company — Combination C-2025/07/1303

Notice under Section 6(2) of the Competition Act, 2002 given by Saudi Agricultural and Livestock Investment Company 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 22nd July 2025, the Competition Commission of India (Commission) received a notice filed by Saudi Agricultural and Livestock Investment Company (SALIC/Acquirer) under Section 6(2) of the Competition Act, 2002 (Act).

2. The Proposed Combination relates to the indirect acquisition by SALIC of 44.58% and up to 64.57% of the issued share capital of Olam Agri Holdings Limited (Olam Agri/Target) [SALIC and Olam Agri are collectively referred to as the ‘Parties’] from Olam Agri Pte. Ltd. and Olam Holdings Pte. Ltd. (together referred to as the ‘Sellers’).

3. The notice is filed pursuant to the Sale and Purchase Agreement (SPA) dated 24th February 2025 entered into between the SALIC and the Sellers. Further, SALIC and Sellers have agreed on a revised Shareholder Agreement (SHA).

4. As a result of the Proposed Combination, SALIC will hold up to 100% of the share capital of Olam Agri. SALIC already holds 35.43% share capital of the Olam Agri.

5. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024, vide letter dated 04th August 2025, certain information and clarifications were sought from the Parties. The Parties submitted the response dated 21st August 2025, followed by the supplementary responses on 27th August 2025 and 03rd September 2025 after seeking extension of time (Response I). Since the Response I was not complete, another letter was issued on 09th September 2025 and the response to the same was received on 15th September 2025. (Response II).

6. SALIC is a joint stock company incorporated in the Kingdom of Saudi Arabia (KSA). It is owned and controlled by the Public Investment Fund (PIF), the sovereign wealth fund of Saudi Arabia. It is an investment company with investments in the KSA as well as in other companies operate internationally and active in the fields of agriculture and trading of food commodities. SALIC’s agri-business is focused on farming and procurement as well as importing commodities into the KSA. SALIC is present in India through its investment in Olam Agri and LT Foods Limited (LT Foods).

7. Olam Agri is incorporated and headquartered in Singapore and mainly operates as a merchant and processor of agricultural goods and is active throughout the entire value chain. Olam Agri is active in the trading of various agri-commodities. In India, Olam Agri, directly and indirectly, undertakes the sales of various agri-commodities at the wholesale level and also sells basmati rice at the retail level.

8. With respect to horizontal overlaps, it has been submitted that there exists overlaps between the Parties and their respective affiliates in the following relevant markets: a. Market for distribution and sale of basmati rice in India (Basmati Rice Market); b. Market for distribution and sale of non-basmati rice in India (Non-Basmati Rice Market); c. Market for wholesale trading of soybean oil in India (Soybean Oil Market); and d. Market for wholesale trading of sesame oilseeds in India (Sesame Oilseeds Market).

9. However, the Commission decided to leave the exact delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause an appreciable adverse effect on competition (AAEC) in any of the plausible relevant market(s) in India because of the reasons mentioned in the subsequent paragraphs.

10. The Commission observed that the combined market share of the Parties (including their affiliates) in the Basmati Rice Market is in the range of [5-10]% and other significant competitors like India Gate (KRBL), and Kohinoor & Fortune (AWL) are operating in this market segment.

11. With regard to Non-Basmati Rice Market, the Commission observed that, the combined market share of the Parties (including their affiliates) in this segment is in the range of [0-5]% and other players such as Pattabhi Agro Foods and Satyam Balajee Rice are present in this market segment.

12. As regards the Soybean Oil Market, the combined market share of the Parties (including their affiliates) is in the range of [5-10]% and the segment is characterized by the presence of other players such as Louis Dreyfus, Bunge, and Viterra.

13. In relation to the Sesame Oilseeds Market, it was observed that the combined market share of the Parties (including their affiliates) is in the range of [0-5]% and other players such as Appolo Sesame Industries, Dhawal Agri Exports are present.

14. In relation to the vertical overlaps/relationships and complementary activities, it has been submitted that there are no existing or potential vertical relationships or complementary activities between the Acquirer and the Target (including their affiliates).

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

17. The information provided by the Acquirer 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 Acquirer accordingly.