‘Combination Notification’ Under Indian Merger Control Regime (2025)

(i) Any acquisition where:

a. The Acquirer and Target would jointly have:

i. either, in India, combined assets[1] over INR 1,000 Crores OR turnover[2] over INR 3,000 Crores; or

ii. in India or outside India, aggregate assets over USD 500 Million (including at least INR 500 Crores in India) OR aggregate turnover over USD 1,500 Million (including at least INR 1,500 Crores in India); or;

b. the group[3], to which the enterprise whose control, shares, assets or voting rights have been acquired or are being acquired, would belong after the acquisition, jointly have or would jointly have:

i. either in India, assets over INR 4,000 Crores OR turnover over INR 12,000 Crores in India; or

ii. in India or outside India, aggregate assets over USD 2 Billion (including at least INR 500 Crores in India) OR aggregate turnover over USD 6 Billion (including at least INR 1,500 Crores in India); or

(ii) Acquisition of control by a person over an enterprise when such person has already direct or indirect control[4] over another enterprise engaged in production, distribution or trading of a similar or identical or substitutable goods or provision of a similar or identical or substitutable service, if:

a. the enterprise over which control has been acquired along with the enterprise over which the acquirer already has direct or indirect control jointly have:

i. either in India, the assets over INR 1,000 Crores or turnover over INR 3,000 Crores; or

ii. in India or outside India, aggregate assets over USD 500 Million (including at least INR 500 Crores in India) or aggregate turnover over USD 1,500 Million (including at least INR 1,500 Crore in India); or

b. the group, to which enterprise whose control has been acquired, or is being acquired, would belong after the acquisition, jointly have or would jointly have:

i. either in India, the assets over INR 4,000 Crores or turnover over INR 1,200 Crores; or

ii. in India or outside India, aggregate assets over USD 2 Billion (including at least INR 500 Crores in India), or aggregate turnover over USD 6 Billion (including at least INR 1,500 Crores in India);

(iii) any merger or amalgamation in which:

a. the enterprise remaining after merger or the enterprise created as a result of the amalgamation, have:

i. either in India, the assets over INR 1000 Crores or turnover INR 3000 Crores; or

ii. in India or outside India, aggregate assets over USD 500 Million (including at least INR 1,500 Crores in India), or aggregate turnover over USD 1,500 Million (including at least INR 1,500 Crores in India); or

b. the group, to which the enterprise remaining after the merger or the enterprise created as a result of the amalgamation, would belong after the merger or the amalgamation, have or would have:

i. either in India, assets over INR 4,000 Crores OR turnover over INR 12,000 Crores; or

ii. in India or outside India, aggregate assets over USD 2 Billion (including at least INR 500 Crores in India) OR turnover over USD 6 Billion (including at least INR 1,500 Crore in India).

Every transaction where the ‘value of the transaction[6]’ in connection with acquisition of any control, shares, voting rights or assets of an enterprise, merger or amalgamation exceeds INR 2,000 Crore, and where the Target entity has ‘substantial business operations’ in India.

Valuable consideration[7] includes every valuable consideration, whether direct or indirect, immediate or deferred, cash or otherwise but is not limited to:

i. any consideration that has been agreed separately, in relation to any obligation, undertaking or restriction imposed on any party, for instance non-compete fee;

ii. consideration for inter-connected steps and transactions which lead to the final intended business transaction;

iii. any consideration for any acquisition done by either party or its group entity, within the preceding two years from the execution of the transaction documents;

iv. any consideration payable in the future for any arrangement entered into as a part of the present transaction;

v. consideration of call options and shares to be acquired thereof.

The Target Entity will be deemed to have substantial business operations in India, if it satisfies either of the following conditions[8]:

i. for digital services, the number of users in India is 10% of its total global users; or

ii. the Gross Merchandise Value (“GMV”) for 12 months preceding the relevant date in India is 10% of its global GMV and is at least INR 500 Crore ; or

iii. if the total turnover in India during the preceding FY is 10% of its global turnover and is at least INR 500 Crore.

Where the Target Entity has assets of value less than INR 450 Crores or turnover value less than INR 1,250 Crores[10].

[Note: The GCR criteria will not be available where the DVT criteria is otherwise fulfilled [11].Such transaction will be mandatorily required to be notified to the CCI.]

i. acquisition of shares in the ordinary course of business, subject to following conditions:

a. unsubscribed shares acquired by underwriters is <25% of the shares or voting rights of the company;

b. shares acquired as a stock-broker is <25% of the shares or voting rights of the company; and

c. shares acquired as a mutual fund is <10% of the shares or voting rights of the company;

ii. acquisition of <25% of shares or voting rights of an entity, solely for the purpose of investment, subject to the acquirer not having the right or ability to appoint a director or an observer to the board of directors, there is no horizontal, vertical or complementary overlaps among the parties to the transaction; and if there is an overlap, the acquirer will hold <10% of the shares or voting rights;

iii. intra-group transactions including asset acquisitions, merger, or amalgamation, which does not have a change in control;

iv. demergers and issuance of shares to the demerged enterprise or its shareholders as a consideration for demerger.