The Recent Overhaul of India’s Merger Control Regime

2024 marks a watershed moment for India’s merger control regime. With the long-awaited amendments coming into effect from September 2024, the merger control regime has undergone an overhaul ‒ reshaping both the substantive and procedural aspects of combination approvals. To ensure smooth implementation, a host of accompanying regulations and rules were also notified in 2024, marking a decisive shift in how mergers are reviewed and regulated by the Competition Commission of India (CCI).

A “combination” means an acquisition of control, shares, voting rights or assets ‒ or a merger or amalgamation ‒ that meets the prescribed jurisdictional thresholds. These thresholds are based on the asset value and turnover of the parties or group (“financial thresholds”) and the value of the transaction (deal value threshold (DVT)).

A combination requires prior approval from the CCI, unless it can avail the benefit of exemptions issued by the Indian government. The CCI carries out an ex ante review of combinations to ensure that they do not cause an appreciable adverse effect on competition in India.

To facilitate the ease of doing business in India, the de minimis exemption, which was first introduced in 2011, was periodically revised, and was last published in September 2024. Under the revised thresholds, transactions are exempt from CCI approval if the target either has an asset value not exceeding INR450 crores (USD52.39 million) or has a turnover not exceeding INR1,250 crores (USD145.52 million) in India. This exemption does not apply in cases where the DVT is breached.

The Indian merger control regime is mandatory and suspensory in nature, and parties cannot consummate a combination (in full or part) prior to receiving CCI approval or until the lapse of 150 days from the date of filing the merger notification, whichever is earlier. Within this period, if no decision is taken by the CCI, the combination would be deemed approved. However, the timelines can be extended if the information submitted is incomplete or additional information is required by the CCI. To form a prima facie view on a combination, the CCI has 30 calendar days from receiving a merger notification ‒ failing which, it will be deemed approved.

Key statistics

To date, approximately 97% of the combinations have raised no competition law concerns and have been approved without much ado. None of the combinations have been blocked.

Between July 2024 and May 2025 (“relevant period”), the CCI reviewed 124 combinations ‒ out of which, 90 were reviewed under Form I (“short form”), 21 under the green channel route (GCR), and 13 under Form II (“long form”). A total of 12 transactions were notified solely on the basis of the DVT. The CCI also conditionally approved three combinations and passed orders in four instances of gun-jumping.

Key changes in the law

On 10 September 2024, key provisions relating to combinations were enforced, as follows. Subsequently, on 20 May 2025, the CCI published its much-anticipated frequently asked questions (FAQs) on merger control, providing crucial guidance on the amended/new provisions.

Introduction of the DVT

A transaction will require CCI approval if the value of transaction (VOT) exceeds INR2,000 crores (USD232.83 million) and the target has “substantial business operations in India” (SBOI). The CCI (Combinations) Regulations, 2024 (the “Combination Regulations”) sets out the methodology for computing the VOT and the scope of the SBOI.

The VOT must include all forms of valuable consideration ‒ whether direct or indirect, immediate or deferred, cash or non-cash ‒ including but not limited to consideration:

• for any covenant, undertaking, obligation or restriction imposed on any party;
• for all interconnected transactions;
• for arrangements entered into as part of the transaction, including incidental arrangements such as technology assistance, as well as licensing of IP rights within two years of the closing of the transaction;
• for transactions involving call options, assuming full exercise;
• payable as per best estimates based on future outcomes specified under the transaction documents;
• for any acquisition by one of the parties or its group company in the target being acquired or merged (or amalgamated) during the previous two years from the date of execution of transaction documents in the case of acquisition and approval of resolution by the board of directors for merger/amalgamation (“trigger event”); and
• in the case of implementation of an open offer, assuming its full subscription.

If the VOT is not specifically stated in the transaction documents, the value approved by the board of directors or other approving authority will be considered. In the absence of both, the highest payable amount will serve as the best estimate. Where the board or approving authority cannot reasonably determine the VOT, it will be presumed to exceed INR2,000 crores (USD232.83 million).

The FAQs inter alia clarify that the VOT must be computed as follows:

• share swap ‒ the VOT must include the aggregate value of both the share acquisitions;
• call/put option ‒ only the value of a call option must be included in the vot, not that of a put option; and
• follow-on/ additional investments ‒ value of “possible” future follow-on investments are to be included as per best estimates unless they were not contemplated at the time of the transaction.

The target will be deemed to have SBOI if:

• its gross merchandise value (GMV) in India for 12 months preceding the trigger event constitutes at least 10% of its global GMV and exceeds INR500 crores (USD58.21 million); or
• its turnover in India during the financial year preceding the trigger event is at least 10% of its global turnover and exceeds INR500 crores (USD58.21 million).

For digital services (eg, e-commerce platform services, cloud services), the target will be deemed to have SBOI if:

• its average number of business or end users in India in the 12 months preceding the trigger event is at least 10% of its global business or end users; or
• its GMV in India in the 12 months preceding the trigger event is at least 10% of its global GMV; or
• its turnover in India in the financial year preceding the trigger event is at least 10% of its global turnover.

The FAQs clarify that using the internet for distribution alone does not make a business a “digital” service. Digital services include e-commerce marketplaces, cloud service providers, and online gaming but not, for example, an insurance company selling policies online.

If a transaction meets the DVT requirements, it will qualify as a combination and require CCI approval unless any exemption under Competition (Criteria for Exemption of Combinations) Rules, 2024 (the “Exempted Transaction Rules”) can be claimed, notwithstanding that the de minimis exemption is available.

Waiver of standstill obligations for open market purchase

The standstill obligations for combinations involving open market purchases or acquisition through open offer have been relaxed, provided that they are notified to the CCI within 30 calendar days from the consummation of the first acquisition. Post-acquisition, the acquirer cannot influence the target in any manner. However, the acquirer can avail economic benefits (such as dividends, subscription to rights issue, and bonus shares) and vote on matters relating to liquidation or insolvency proceedings.

Definition of affiliate modified

A company would be considered an “affiliate” of a party if a party has:

• 10% or more shareholding or voting rights;
• board representation rights (director or observer); or
• access to commercially sensitive information (CSI).

The FAQs clarify that CSI encompasses information vital for a company to protect, maintain or enhance its competitive position in the market. This includes details related to strategic plans, pricing, budgets, board minutes, and business plans.

Amendment to definition of control

Control is the ability to exercise material influence ‒ either jointly or singly ‒ over the management, affairs, or strategic commercial decisions of a company or group.

The FAQs clarify that holding an observer seat does not, by itself, confer material influence. However, holding one or more (but not a majority of) board seats may indicate significant influence if the directors have the expertise to sway other board members. Further, affirmative voting rights concerning the strategic or operational aspects of the target are deemed to confer control.

Exempted Transaction Rules

The Exempted Transaction Rules outline 12 categories of transactions that will be exempt from seeking CCI approval, including the following.

i) Transactions in the ordinary course of business (OCB)

CCI approval will not be required for the following transactions in the OCB:

• acquisition of not more than 25% of the total shareholding or voting rights of the target by an underwriter or a stockbroker; and
• acquisition of not more than 10% of the total shareholding or voting rights of the target by a mutual fund.

ii) Acquisition of not more than 25% of total shareholding/voting rights

Acquisition of shareholding or voting rights of not more than 25% of the target not leading to acquisition of control of the target will qualify as “solely as an investment” (SAI) if:

• the acquirer does not acquire the right to:
1. appoint a director or an observer on the target; and
2. access CSI of the target; and
• there are no horizontal overlaps, vertical and complementary links (“overlaps”) between the activities of the acquirer group and the target (including their affiliates) in India.

In the case of an acquisition of less than 10% shares/voting rights, CCI will not consider the overlaps between parties, and hence, this exemption can be availed, subject to the other two conditions being met.

iii) Acquisition of additional shareholding/creeping acquisition

Additional acquisitions by existing minority shareholders, including their group companies (holding not more than 25% shares/voting rights) will be exempt if the following conditions are satisfied:

• Condition 1 – post-additional acquisition shareholding will not be more than 25%;
• Condition 2 – no acquisition of control of the target;
• Condition 3 ‒ the acquirer (or group) should not acquire right to appoint director or observer in the target for the first time;
• Condition 4 ‒ the acquirer (or group) must not gain CSI of the target for the first time except when the acquirer (or group) already has a board seat;
• Condition 5 ‒ either:
1. there are no overlaps; or
2. in case of overlaps, the additional acquisition does not exceed 5% and the acquirer or its group’s total shareholding in the target does not cross 10%.

Holds more than 25% or more but not leading to more than 50% shareholding/voting rights: Acquisition of additional shares or voting rights will be exempt from seeking CCI approval if, provided that the acquisition does not result in change in control of the target:

• prior to the acquisition, the acquirer or its group holds more than 25%; and
• after the acquisition, the acquirer or its group does not hold more than 50%.

Holds more than 50% and acquiring additional shareholding/ voting rights: Acquisition of additional shares or voting rights whereby ‒ prior to the acquisition ‒ the acquirer or its group holds more than 50% will not require CCI approval, provided that the acquisition does not result in change in control of the target. 

The FAQs clarify that “change in control” encompasses all situations where there is a change in the quality or degree of control.

iv) Intra-group transactions

Neither intra-group mergers and amalgamations nor intra-group share/asset acquisitions require CCI approval, provided that there is no change in control of the target.

v) Demergers

Demergers do not require CCI approval where the resulting company issues shares to the demerged company (or its shareholders) in proportion to their existing shareholding in the demerged company, except for discharge of consideration for fractional shares.

Developments relating to merger remedies

Since the inception of the merger control regime in 2011, the CCI has approved more than 1,200 combinations, including 32 combinations with modifications imposing both structural and behavioural remedies. No combination has been blocked so far.

During the relevant period, the CCI imposed modifications in Bharat Forge Limited/AAM India Manufacturing Corporation Private Limited ‒ the detailed order for which is yet to be published by the CCI. The CCI also imposed modifications in the following cases.

Viacom18 Media Private Limited (“Viacom18”)/Walt Disney Company (“Disney”)

In August 2024, the CCI conditionally approved the combination of the entertainment businesses of Viacom18 (jointly held by Reliance Industries Limited (RIL), Paramount Global, and BTS group) and Disney.

The CCI examined horizontal overlaps between the activities of the parties across several relevant markets and raised concerns about their high combined market shares in the operation and wholesale supply of television channels and its sub-segments (the “TV channels market”), as well as the retail supply of audiovisual content through the over-the-top (OTT) streaming platforms (the “OTT streaming market”). This is because such high combined market shares could potentially lead to higher prices for advertisers, consumers, and other stakeholders, while also giving the parties a greater bargaining power.

To alleviate the CCI’s concerns, the parties inter alia voluntarily offered to make the following modifications in:

• the TV channels market ‒ the parties will divest specific TV channels and RIL will transfer its 24.5% shareholding in Eenadu Television Private Limited back to company’s promoters, thereby retaining only limited rights; and
• the OTT streaming market ‒ the parties will:
1. refrain from bundling TV and OTT advertisement slots for cricketing events organised by the Board of Control for Cricket in India and the International Cricket Council;
2. maintain reasonable advertisement rates on both TV and streaming platforms until their current media rights expire; and
3. ensure fair and transparent access to advertisement space on their streaming platform until their current media rights expire.

Accordingly, the CCI approved the combination subject to the implementation of the aforesaid modifications.

Ruby Asia Holdings II Pte Ltd (“Ruby”)/Singtel Interactive Pte Ltd (“Singtel”)/STT GDC Pte Ltd (“STT”)

In November 2024, the CCI conditionally approved the acquisition of up to 26% shareholding of STT by Ruby and Singtel. The CCI examined horizontal overlaps between the activities of the parties in the market for data centre co-location services in India and raised concerns about Singtel having common ownership in two major competitors in the said market (ie, STT and Nxtra Data Limited (“Nxtra”), one of Singtel’s affiliates), which could potentially reduce competition and lead to exchange of CSI.

To alleviate the CCI’s concerns, parties inter alia voluntarily offered to make the following modifications:

• firewalls will be put in place, ensuring that STT’s CSI is not shared with any Ruby or Singtel personnel involved in the competing businesses;
• Singtel will not appoint an observer on the board of STT who is either a director/observer/employee of Bharti Airtel Limited (parent company of Nxtra) nor will it appoint in Bharti Airtel Limited any person who has served as an observer on STT’s board for at least 12 months after they have ceased to be with STT;
• Singtel will only use confidential information of STT for monitoring and managing its investment;
• no employee or officer of Singtel will receive or have access to market specific information about STT; and
• if both STT and Nxtra (or any other competing portfolio company of Singtel) pursue the same business opportunity, Singtel’s board observer at STT must recuse themselves from related discussions and must not receive relevant information.

Accordingly, the CCI approved the combination subject to the implementation of the aforesaid modifications.

Developments relating to gun-jumping

During the relevant period, the CCI passed four orders on gun-jumping, as follows. In doing so, the CCI provided a clear message that it has no tolerance for violation of standstill obligations.

India Business Excellence Fund/VVDN Technologies Private Limited

In April 2023, India Business Excellence Fund (“acquirer”) notified the CCI of its acquisition of minority shareholding in VVDN Technologies Private Limited (“target”) under the GCR. The parties disclosed a temporary supply arrangement of printed circuit board (PCBs) assembly services by the target to an acquirer group company for COVID-19 test kits.

In October 2023, the CCI issued a show cause notice (SCN) questioning the acquirer’s eligibility for the GCR owing to a vertical/complementary link arising from the supply arrangement. The acquirer contended that the PCB supply was a temporary measure, was non-core, and did not establish a vertical link. The acquirer also emphasised the disclosure made in the merger notification.

The CCI disagreed, holding that PCB is a strategic input for the COVID-19 kits, making it a vertical relationship that disqualified the applicability of the GCR. Accordingly, the CCI invalidated the GCR merger notification, imposed a nominal penalty of INR10 lakhs (approximately USD11,600) on the acquirer for gun-jumping, and directed it to file a fresh merger notification with the CCI.

Torrent Power Limited (TPL)/Dadra and Nagar Haveli and Daman and Diu Power Distribution Corporation Limited

In February 2022, TPL consummated its acquisition of 51% shareholding in Dadra and Nagar Haveli and Daman and Diu Power Distribution Corporation Limited.

In March 2022, the CCI issued an SCN to TPL, asking it to explain why the combination was consummated without its approval. TPL inter alia contended that the CCI does not have jurisdiction to review the combination, as ‒ per the Electricity Act, 2003 (the “Electricity Act”) ‒ the said combination squarely falls within the exclusive jurisdiction of the Joint Electricity Regulatory Commission.

While affirming its authority to adjudicate the matter, the CCI, inter alia, noted that ‒ although the Electricity Act governs electricity-related matters ‒ it does not oust the CCI’s jurisdiction to adjudicate a matter. Further, the aforesaid statutes are not conflicting, and the same can be reconciled through harmonious interpretation. Therefore, the combination ought to have been notified to the CCI. However, the CCI refrained from imposing any monetary penalty on TPL after taking into consideration several mitigating factors.

Goldman Sachs (India) Alternative Investment Management Private Limited (“GS”)/Biocon Biologics Limited (“Biocon”)

In December 2020, GS consummated the subscription of optionally convertible debentures, equivalent to less than 5% shareholding of Biocon along with certain reserved matter rights, information rights such as access to minutes of the board, committee, and shareholder meetings (the “minutes right”), and inspection rights such as access to premises and personnel of Biocon (the “access right”).

In February 2022, the CCI issued an SCN to GS, asking it to explain why the combination was consummated without its approval. GS inter alia contended that the combination could claim the benefit of “item 1” exemption under the erstwhile combination regulations, as it involved acquisition of less than 10% shareholding of Biocon, made solely as an investment and in the ordinary course of business (OCB), with no director or observer appointment right or involvement in Biocon’s affairs and management. The minutes right and the access right were minority investor protection rights, available to all investors.

The CCI noted that it is the nature of rights and not their availability to all investors that determines whether they are ordinary or special. Further, the minutes right granted access to Biocon’s CSI, which was not available to ordinary shareholders, making it a special right. This suggests that GS’ investment was not made in OCB and hence, item 1 exemption cannot be claimed. Accordingly, the CCI imposed a penalty of INR40 lakhs (approximately USD46,567 million) on GS.

Matrix Pharma Private Limited/Tianish Laboratories Private Limited

In February 2024, the CCI approved the acquisition of Tianish Laboratories Private Limited (“target”) by Matrix Pharma Private Limited (“Matrix”), and subscription of OCDs of Matrix by Kotak Strategic Situations India Fund II, and Kotak Alternate Asset Managers Limited (referred to as the “proposed acquisition”).

Between March and April 2024, the transaction structure underwent several changes to secure alternate funding, which led to a change in the ownership structure of Matrix ‒ although its ultimate controlling person remained the same. The aforesaid changes led to another merger notification being filed on 23 April 2024.

The CCI found that certain funding steps were completed before notifying the CCI. Considering that the parties did not intend to hide facts, disclosed funding transparently and co-operated fully, a nominal penalty of INR5 lakhs (approximately USD5,800) was imposed on the parties.

Other developments relating to merger control

Expanded scope for mapping overlaps: inclusion of limited partners in specific cases

In the case of a private equity firm, the CCI typically assesses overlaps between the affiliates of the firm (and the group to which it belongs) and the target. However, in the case of Citrine Inclusion Limited (“Citrine”)/Utkarsh CoreInvest Limited (UCL), the CCI extended its assessment to include overlaps between the affiliates of the firm’s limited partners (LPs) and the target. Citrine is owned and controlled by a fund ultimately managed by LeapFrog Group GP Limited (“LeapFrog”).

One of LeapFrog’s LPs had the right to appoint a person to serve as a member of the management board of LeapFrog Investments Platform (LIP), including its group companies and affiliates. The parties argued that the overlap assessment between the LP and the target was unwarranted as the LP, inter alia:

• has no rights or influence over the investment recommendations of the investment manager to the general partners or over investment decisions of the general partners;
• is not entitled to receive CSI regarding the transaction or investee companies; and
• does not have any form of influence or control over LeapFrog’s entry and exit decisions in relation to any investee company.

Given the scope of the management board’s mandate, the CCI noted that it covers significant aspects of the LIP’s operations, including the selection and appointment of leadership, as well as decisions regarding the composition of the investment committee. Accordingly, the LP’s participation in the management board grants it the ability to influence the LIP’s decisions, indicating a role that exceeds that of a typical limited partner.

Accordingly, the LP is to be considered for overlap mapping, marking the CCI’s first assessment of overlaps between a LP’s affiliates and the target.

Insolvency and Bankruptcy Code

Since the introduction Insolvency and Bankruptcy Code 2016 (IBC), the CCI has reviewed about 40 combinations, including two during the relevant period ‒ namely, the acquisition of 100% shareholding of KSK Mahanadi Power Company Limited by JSW Energy Limited through JSW Thermal Energy One Limited, and a combination involving Central Bank of India and Future Enterprises Limited. These combinations were swiftly approved by the CCI within 47 days.

Recently, the Supreme Court in its landmark judgment in the case of Independent Sugar Corporation Ltd v Girish Sriram Juneja, inter alia held that CCI approval must be obtained prior to the approval of resolution plan by the Committee of Creditors (CoC) under the IBC.

This decision came in response to an appeal filed by Independent Sugar Corporation Ltd (INSCO) against the order of National Company Law Appellate Tribunal (NCLAT) in relation to the resolution process of Hindustan National Glass and Industries Ltd (HNG). The resolution process was initiated against HNG in 2021 and two resolution plans were submitted to the CoC ‒ one by INSCO, which had prior CCI approval, prior to the CoC’s decision, and the other by AGI Greenpac Ltd (AGI), which received CCI approval after the CoC approved AGI’s plan.

INSCO challenged the CoC’s approval of AGI’s resolution plan, but both the National Company Law Tribunal and NCLAT ruled against INSCO, holding that ‒ while CCI approval is mandatory ‒ it is not needed before CoC approval. INSCO also challenged the CCI’s approval separately, but the NCLAT upheld it. INSCO appealed both decisions to the Supreme Court.

The Supreme Court, while quashing the AGI’s resolution plan, nullifying all actions taken under it and restoring rights of all stakeholders as they were prior to the approval of AGI’s resolution plan, directed the CoC to reconsider eligible plans, including INSCO’s. The judgment underscores the importance of seeking CCI approval before the CoC’s approval of the resolution plan.

Conclusion

The relevant period has been an eventful one for the CCI, with a comprehensive overhaul of India’s merger control regime representing a reformative shift towards aligning regulatory processes with the demands of a rapidly evolving market. In doing so, the CCI has sought to strike a careful balance between enhancing the ease of doing business and preserving competition in the markets. With clearer guidance provided in the FAQs and proactive enforcement, the revised regime offers greater predictability and legal certainty for stakeholders.