CCI Approval for M&A in India: When Is CCI Clearance Required?

Before September 10, 2024, the question of whether a deal required CCI approval for M&A in India was straightforward for most practitioners. Check the asset and turnover thresholds,  if the target qualifies the threshold, use the de minimis exemption and move on. Large, high-valuation digital acquisitions, the ones involving platforms, marketplaces, and AI companies with millions of Indian users but limited revenue, routinely slipped through without CCI review.

That gap is now closed. The Competition (Amendment) Act 2023, operationalised through the CCI (Combinations) Regulations 2024 effective September 10, 2024, introduced the Deal Value Threshold. Combined with revised approval timelines, expanded control definitions, updated exemption criteria, and the CCI’s May 2025 FAQ clarifications, the merger control regime today looks materially different from what it did eighteen months ago. Any deal team working on an Indian transaction without accounting for these changes is running a real gun-jumping risk.

What Transactions Require CCI Approval M&A India?

CCI approval for M&A in India is required for any combination where the parties meet the standard asset or turnover thresholds under Section 5 of the Competition Act 2002, or where the new Deal Value Threshold applies: a transaction value exceeding INR 2,000 crore where the target has substantial business operations in India. Both routes operate independently and the de minimis exemption does not apply to DVT-triggered filings.

A combination under Indian competition law covers three transaction types: acquisitions of control, assets, shares, or voting rights; mergers; and amalgamations. All three require CCI approval M&A India if the applicable thresholds are crossed.

Standard Asset and Turnover Thresholds

These are the thresholds that have governed Competition Commission in India for merger since 2011. The worldwide thresholds with India nexus bring in global groups whose Indian operations alone might not trigger filing but whose combined global scale does.

Deal Value Threshold (From September 10, 2024)

A transaction requires CCI approval for M&A in India under the DVT when:

• The value of the transaction exceeds INR 2,000 crore (approximately USD 238 million), and
• The target has substantial business operations in India (SBOI)

Deal value under the DVT is calculated broadly. It includes every form of consideration — direct, indirect, immediate, deferred, cash, non-cash — and extends to payments for covenants, call options, technology assistance agreements, IP licensing arrangements, and any amounts payable within two years of the transaction. Where no definitive deal value is stated in the transaction documents, the parties are expected to make a reasonable, good-faith estimate.

The SBOI test determines whether the target has sufficient Indian nexus for the DVT to apply. For most sectors, a target generally meets SBOI where its Indian turnover constitutes at least 10% of global turnover and exceeds INR 5 billion. In digital markets, 10% or more of the target’s users being located in India typically satisfies the test.

What Is the De Minimis Exemption and When Does It Not Apply?

The de minimis exemption under the Competition (Minimum Value of Assets or Turnover) Rules 2024 exempts acquisitions where the Indian target’s assets are below INR 450 crore or Indian turnover is below INR 1,250 crore. Critically, this exemption does not apply to DVT-triggered filings. A transaction above INR 2,000 crore in deal value with an India-nexus target requires CCI approval M&A India regardless of how small the target’s revenue or assets are.

This is the design feature of the DVT that directly changes deal planning for digital and technology acquisitions. The whole point of the new threshold is to capture high-valuation targets with significant India presence but limited current revenues. If the de minimis exemption applied to DVT filings, the threshold would be largely ineffective for exactly the transactions it was introduced to capture.

Between late 2024 and December 31, 2025, CCI approved 162 combination filings. Approximately 12.36% of those were notified solely under the DVT framework, confirming that the threshold is generating real filing obligations in practice, not just theoretical ones.

What Are the Filing Forms and Approval Timelines for CCI Approval M&A India?

CCI approval for M&A in India is sought through Form I (short form) for transactions without significant horizontal, vertical, or complementary overlaps, or Form II (long form) for deals raising competition concerns. The Green Channel route allows deemed approval upon filing for eligible transactions where there are no horizontal, vertical, or complementary overlaps between the parties, their respective group entities, or affiliates in India. The CCI must form a prima facie opinion within 30 calendar days of receiving a complete notice, and the overall approval timeline has been reduced from 210 to 150 days.

Competition Commission in India for merger has become meaningfully faster since the 2024 reforms. The prima facie opinion window was reduced from 30 working days to 30 calendar days. The outer limit for CCI decisions dropped from 210 days to 150 days. In practice, since the introduction of the new regime, the CCI has taken approximately 49 days on average for Form I notifications and 82 days for Form II. For transactions with no competition concerns, the Green Channel route offers deemed approval the moment the notice is filed.

Filing responsibility depends on the transaction type. For acquisitions and hostile takeovers, the acquirer files. For mergers and amalgamations, both parties file jointly. For joint ventures, all parties forming the JV file together. The filing fee is INR 30 lakh for Form I and INR 90 lakh for Form II.

What Exemptions Exist From CCI Approval for M&A in India?

Several categories of transactions are explicitly exempt from CCI approval for M&A in India: intra-group acquisitions within the same group where there is no change from joint to sole control, acquisitions by securities underwriters or registered brokers in the ordinary course of business, holding of shares as investments without conferring material influence, and transactions falling within the de minimis target thresholds (except DVT-triggered filings).

The exemptions are more specific than they appear and the carve-outs have conditions attached. The intra-group acquisition exemption, for example, does not apply where the acquired enterprise is jointly controlled by entities that are not part of the same group. A restructuring within a group that changes the quality of control, such as moving from joint to sole control even within the same corporate family, falls outside the exemption.

The purely-for-investment exemption requires the acquirer to hold not more than 25% of shares or voting rights without conferring any right to participate in management, nominate directors, access commercially sensitive information, or exercise any other influence over the target. In practice, most strategic investments fail this test because the investment terms include some form of governance right or information access.

The CCI’s May 2025 FAQ clarifications are worth reviewing specifically on what constitutes commercially sensitive information (CSI), since access to a target’s CSI now independently triggers the control definition regardless of shareholding percentage. Business plans, R&D strategies, and internal reports qualify. Standard financial statements prepared under accounting norms generally do not.

What Is the Penalty for Gun-Jumping in CCI Approval for M&A in India?

Gun-jumping, which means completing or partially implementing a qualifying combination before obtaining CCI approval for M&A in India, carries a penalty of up to 1% of the total assets or turnover of the combination or the value of the transaction whichever is higher. Between late 2024 and December 31, 2025, the CCI passed gun-jumping penalty orders in  five transactions. Standstill obligations have been relaxed for open market purchases, but only with strict post-acquisition conduct restrictions.

 Five gun-jumping orders in approximately fifteen months is a signal that the CCI is actively enforcing the standstill obligation, not just maintaining it as a theoretical risk.

The definition of what constitutes gun-jumping has also expanded with the 2024 reforms. It is not limited to completing the transaction before CCI approval. Any implementation step that changes the competitive dynamics between the parties, sharing of commercially sensitive information outside permitted due diligence parameters, exercising governance rights not yet permitted under the existing shareholder arrangements, or taking operational decisions that would normally require the acquirer’s consent under the proposed deal structure, can all be characterised as implementation before approval.

For open market purchases and acquisitions through open offer, the standstill obligation has been relaxed. These can be consummated before CCI approval, provided they are notified to CCI within 30 calendar days of the first acquisition. Post-acquisition, the acquirer cannot influence the target in any manner, though economic benefits such as dividends, rights issue subscriptions, and bonus shares can be received.

How Has the Definition of Control Changed Under Competition Commission in India for Merger Control?

Competition Commission India for merger control has evolved from a decisive influence standard to a material influence standard for the definition of control. Material influence is a lower threshold and covers shareholding combined with special rights, board representation, access to commercially sensitive information, status and expertise of the acquirer, and any combination of factors giving the acquirer the ability to influence the target’s commercial decisions.

This shift from decisive to material influence is the change that most directly affects minority investment structuring in Indian M&A. A 15% stake with board nomination rights, veto over key decisions, and access to business plans now potentially constitutes control under Indian competition law. A 25% stake without any of those rights may not.

The CCI’s 2025 FAQs confirmed that a change in control includes not only a shift from no control to control, but also a change in the quality or degree of influence. An existing investor increasing governance rights without acquiring additional shares, or the exit of an existing controlling shareholder changing the nature of another investor’s influence, both constitute a change in control for Competition Commission in India for merger control purposes.

For deal teams structuring JVs or phased investment structures in India, this broadened control definition means competition analysis is now a day-one transaction structuring question, not a late-stage compliance exercise.

Conclusion

CCI approval for M&A in India has become considerably more complex to navigate since September 2024, but also considerably more predictable. The DVT framework, the revised exemption criteria, the expanded control definition, the updated timelines, and the CCI’s May 2025 FAQ clarifications all point in one direction: competition law analysis belongs at the term sheet stage, not in the legal review that happens after commercial terms are agreed.

The four gun-jumping orders passed between late 2024 and end-2025 demonstrate that the CCI is not treating the standstill obligation as a procedural formality. And the 12.36% of filings under the DVT framework confirms that the new threshold is catching transactions that would previously have been waved through on de minimis grounds.

Corporate Legit Consulting LLP advises foreign companies on CCI approval M&A India, covering threshold assessment, DVT analysis, filing form selection, Competition Commission India merger control compliance, standstill obligation management, and post-approval integration compliance. Reach out to Corporate Legit before transaction documents are exchanged..