{"id":79146,"date":"2026-08-31T10:48:40","date_gmt":"2026-08-31T14:48:40","guid":{"rendered":"https:\/\/overcentral.com\/en\/?p=79146"},"modified":"2026-08-31T10:48:40","modified_gmt":"2026-08-31T14:48:40","slug":"india-merger-control-overhaul-79146","status":"publish","type":"post","link":"https:\/\/overcentral.com\/en\/india-merger-control-overhaul-79146\/","title":{"rendered":"India Merger Control Gets Major Overhaul with New Thresholds"},"content":{"rendered":"

India\u2019s merger control<\/a> regime has entered a new era. The Competition (Amendment) Act 2023, the Combination Regulations 2024, and the Competition Commission of India\u2019s (CCI) updated FAQs of May 2025 together represent the most consequential overhaul since enforcement began in June 2011. The framework that has emerged is more sophisticated, more demanding, and in some respects more uncertain than what preceded it. For dealmakers, antitrust practitioners, and corporate strategists navigating India\u2019s fast-growing economy, understanding these changes is no longer optional \u2014 it is essential. This article dissects the five structural reforms, examines the real-world implications of the new deal value threshold, unpacks the CCI\u2019s evolving definition of control, and identifies the key issues that will define the road ahead for merger control<\/a> in India.<\/p>\n

Five Structural Changes Reshape India\u2019s Merger Control Landscape<\/h2>\n

The new regime introduces five foundational changes that alter every stage of a combination\u2019s lifecycle \u2014 from notifiability assessment to review timelines and exemptions.<\/p>\n

Deal Value Threshold: India Joins a Select Group of Jurisdictions<\/h3>\n

Perhaps the most significant change is the introduction of a deal value threshold (DVT). Transactions with a global deal value exceeding approximately USD 227.4 million (INR 20 billion) are now mandatorily notifiable if the target has \u201csubstantial business operations\u201d (SBO) in India \u2014 regardless of whether the traditional asset or turnover thresholds are met, or whether the de minimis<\/em> exemption applies. With this move, India joins a handful of jurisdictions \u2014 including Germany, Austria, Japan, South Korea, and the United States \u2014 that use a transaction value-based trigger.<\/p>\n

What is the deal value threshold in India?<\/strong> The DVT is a mandatory notification trigger for transactions exceeding INR 20 billion (approximately USD 227.4 million) where the target has substantial business operations in India. It applies irrespective of the target\u2019s assets or turnover in India, capturing transactions that might otherwise fall below traditional thresholds.<\/p>\n

Almost two years since its introduction, the DVT has generated just over 40 notifications, with fewer than 10% involving digital transactions \u2014 the very category the threshold was designed to capture. The conjunctive SBO test for most sectors requires that 10% or more of a company\u2019s global gross merchandise value (GMV) or turnover be derived from India, alongside an absolute India floor of INR 5 billion. This filter is working as intended, screening out transactions without a genuine India nexus. For digital services, the SBO criteria operate on a disjunctive basis: the target qualifies if it satisfies either the GMV or turnover criteria, or if 10% or more of its annual average business users or end users are India-based. The absence of a headline-grabbing DVT case does not indicate failure; it reflects a calibrated local nexus test that is performing its design function.<\/p>\n

Although the Standing Committee on Finance has recommended lowering the INR 20 billion threshold, such a move may be premature. The DVT will face its real test as India\u2019s AI and technology sectors scale and foreign investment in digital platforms accelerates. With the benefit of more transactions, the right policy response may lie in refining the digital SBO criteria rather than reducing the headline DVT figure. A lower threshold without an effective local nexus filter risks producing benign filings without improving competitive oversight. Critically, the CCI does not have call-in powers \u2014 transactions below the jurisdictional threshold cannot be reviewed regardless of their competitive significance. This makes precise calibration of the DVT far more consequential than a simple reduction in the threshold figure.<\/p>\n

Separately, the definition of Indian turnover has been amended to exclude export revenues, limiting it to revenue generated from Indian customers. Read together with the increased de minimis<\/em> thresholds, this serves as a useful filter, ensuring that the notification obligation targets transactions with a genuine bearing on Indian consumers rather than those with only a nominal domestic footprint.<\/p>\n

Truncated Timelines \u2014 In Theory<\/h3>\n

The Phase 1 review period has been reduced from 30 working days to 30 calendar days, and the overall review timeline from 210 to 150 calendar days. In practice, however, straightforward Phase 1 cases continue to take five to seven weeks, given clock stops and the fact that the review period runs only from the date defects are cured. A more significant procedural development is the deemed approval mechanism: if the CCI does not reach a decision within 30 days (however computed), the transaction is automatically approved. This provides a powerful incentive for the CCI to process filings efficiently, but it also places a premium on submitting a complete and defect-free filing from the outset.<\/p>\n

Green Channel \u2014 But Beware of the Red<\/h3>\n

The automatic approval route for combinations with no horizontal, vertical, or complementary overlaps is a business-friendly concept, but its practical utility is narrower than many hope. The route is likely to benefit principally new market entrants with little or no existing India footprint. Overlaps must be ruled out across all \u201caffiliates\u201d of the acquirer and target, with \u201caffiliate\u201d defined broadly to capture any entity where a party holds 10% shares, a board seat, or access to commercially sensitive information. The obligation extends to affiliates of affiliates, traced through the entire ultimate controlling person of the acquirer. A private equity fund with a complex structure or diversified portfolio will rarely qualify. The risk of the CCI disagreeing with a Green Channel self-assessment post-filing \u2014 revoking the automatic approval \u2014 cannot be ruled out, making a pre-filing consultation advisable before using this route.<\/p>\n

Revised Exemptions: Broader in Some Respects, Narrower in Others<\/h3>\n

Creeping acquisitions (incremental acquisitions up to 25%) and mirrored demergers are now expressly exempt \u2014 a welcome development that reduces unnecessary filings. On the other hand, the intra-group exemption has been materially tightened. The previously broad \u201cgroup\u201d definition, shaped by the wide definition of control, has given way to a more mechanical test requiring 50% or more shareholding with no change in control. The joint-to-sole control test<\/a> has been replaced with a \u201cchange in control\u201d test, decreasing the likelihood that incremental acquisitions across the 25\u201350% and above 50% thresholds will be exempt.<\/p>\n

Standstill Derogation for Regulated Market Transactions<\/h3>\n

Open offers and secondary acquisitions on a regulated stock exchange may now proceed before CCI approval, provided the acquirer exercises no ownership or beneficial rights until CCI approval. This accommodates the commercial timelines of capital markets transactions without displacing competition review. The derogation does not, however, extend to preferential allotments, which remain subject to standard standstill obligations.<\/p>\n

Control: Hard-Won Clarity and Emerging Challenges<\/h2>\n

The CCI\u2019s May 2025 FAQs provide the most practically useful guidance on control since the regime was established. The illustrative mapping of rights that do and do not raise a presumption of control is a meaningful contribution to certainty. Rights that typically raise a presumption include appointment and removal of senior management, approval of budgets and business plans, and alteration of charter documents. Rights that do not raise a presumption include information rights, tag-along rights, anti-dilution rights, and exit rights.<\/p>\n

There is a legitimate debate about whether India\u2019s shift toward a \u201cmaterial influence\u201d standard from the earlier \u201cdecisive influence\u201d benchmark is fully justified. Although several jurisdictions, including the United Kingdom, have moved in this direction, the broader threshold risks capturing ordinary minority investments that pose no real competitive concern. Even so, the certainty delivered by the FAQs is welcome, particularly given that the CCI\u2019s own decisional practice had already moved toward the material influence standard in recent years.<\/p>\n

A noteworthy nuance is that a change in the degree of control now carries a notification risk. Under the prior framework, the exemption applied to changes between sole and joint control; a mere change in degree of control was not caught. The position is now narrower. Changes in shareholding thresholds or the inclusion of a single \u201ccontrol conferring\u201d right can all constitute notifiable events. Accordingly, secondary transactions, restructurings, and shareholder exits require fresh notifiability analysis.<\/p>\n

Pre-filing consultations with the CCI are available and often a useful first step. There is, however, scope to build on this by formalising the process for more complex cases, particularly where novel control questions carry material implications for penalty exposure and commercial certainty. A written engagement mechanism would strengthen the framework without creating formal obligations on either side. The UK Competition and Markets Authority\u2019s practice of accepting informal briefing notes to its Mergers Intelligence Committee, after which it may confirm in writing that it has no further questions at that stage, offers a thoughtful reference point. A comparable process in India could, over time, generate a body of CCI positions on complex questions not otherwise captured in publicly available decisional practice, increasing business certainty.<\/p>\n

Issues to Watch: The Next Wave of Merger Control Developments<\/h2>\n

Based on the current trajectory, three developments merit close attention.<\/p>\n

DVT Calibration for Digital Markets<\/h3>\n

The DVT\u2019s effectiveness will be judged by how it performs across the next wave of AI and platform transactions, not the limited set of filings to date. The more pressing policy question is whether the SBO criteria are sufficiently precise to catch transactions that genuinely matter while balancing the unavailability of the CCI\u2019s call-in powers. Calibration of the DVT \u2014 particularly the digital SBO criteria \u2014 matters more than a simple reduction in the headline threshold.<\/p>\n

The Affiliate Overlap Mapping Burden<\/h3>\n

As deal volumes increase, the scope of the affiliate-of-affiliate overlap obligation is likely to generate its own body of guidance, whether through CCI decisional practice, updated FAQs, or industry engagement. The low affiliate threshold (10% shareholding, a board seat, or access to commercially sensitive information) will continue to make diligence difficult for fund-led cross-border deals. There is likely to be growing pressure for a materiality-based filter or clearer carve-outs for minority portfolio holdings. How quickly the CCI responds will have a direct bearing on the attractiveness of the Indian transactional market to institutional investors.<\/p>\n

Enforcement Maturity and the No-Block Record<\/h3>\n

Since the regime became operational on 1 June 2011, not a single transaction has been blocked by the CCI. Other than one technically initiated Phase 2 in the Bharat Forge<\/em> matter, there have been no Phase 2 investigations since 2018, reflecting a regime where competition concerns have consistently been resolved through conditions rather than prohibition. A related development is the interface between merger control and India\u2019s insolvency regime. The Supreme Court\u2019s January 2025 ruling in the Independent Sugar Corporation<\/em> case established that CCI clearance of a combination is a mandatory pre-condition to creditor approval of a resolution plan. The Insolvency Bankruptcy Amendment Bill 2025, which received parliamentary approval in March 2026, adjusts the sequencing so that CCI approval follows the creditor vote but precedes adjudicating authority sanction \u2014 a more commercially workable position. For acquisitions involving Indian distressed assets, CCI clearance should be treated as a front-end strategic consideration from the outset.<\/p>\n

Finally, the CCI\u2019s enforcement for gun-jumping has seen a notable uptick, with seven gun-jumping orders issued since 2025. In a landmark development, the Indian Supreme Court set aside a significant gun-jumping penalty on Amazon in Amazon v. CCI (2026)<\/em>, clarifying the scope of the regulator\u2019s powers in relation to substantively reviewing transactions that the CCI had already approved. The Court also clarified that the CCI could not conflate misrepresentation with insufficient disclosure \u2014 a distinction that will shape how parties approach their notification obligations going forward.<\/p>\n

India\u2019s merger control regime is moving in broadly the right direction. The CCI\u2019s FAQ guidance has reduced uncertainty on a number of important issues, but the framework remains a work in progress. A wish-list for the near term includes a more formal body of pre-notification engagement, a more workable overlap assessment framework for diversified investors, and a cleaner intermediate review track for competitively benign transactions. The clear takeaway for now is this: engage early, assess notifiability carefully, and treat the new thresholds not as a compliance burden but as a strategic input into deal structuring. The CCI has signalled its willingness to enforce the rules with increasing sophistication, and companies that fail to adapt will find themselves on the wrong side of a rapidly maturing regulatory regime.<\/p>\n","protected":false},"excerpt":{"rendered":"

India\u2019s merger control regime has entered a new era. The Competition (Amendment) Act 2023, the Combination Regulations 2024, and the Competition Commission of India\u2019s (CCI) updated FAQs of May 2025 together represent the most consequential overhaul since enforcement began in June 2011. The framework that has emerged is more sophisticated, more demanding, and in some […]<\/p>\n","protected":false},"author":7,"featured_media":82560,"comment_status":"closed","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"fifu_image_url":"https:\/\/cards.overcentral.com\/cards\/en\/79146.png","fifu_image_alt":"India Merger Control Gets Major Overhaul with New Thresholds","footnotes":""},"categories":[40657],"tags":[],"class_list":["post-79146","post","type-post","status-publish","format-standard","has-post-thumbnail","category-legal"],"fifu_image_url":"https:\/\/cards.overcentral.com\/cards\/en\/79146.png","fifu_image_alt":"India Merger Control Gets Major Overhaul with New Thresholds","_links":{"self":[{"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/posts\/79146","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/users\/7"}],"replies":[{"embeddable":true,"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/comments?post=79146"}],"version-history":[{"count":0,"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/posts\/79146\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/media\/82560"}],"wp:attachment":[{"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/media?parent=79146"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/categories?post=79146"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/overcentral.com\/en\/wp-json\/wp\/v2\/tags?post=79146"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}