INDIA Trends and Developments Contributed by: Raj Ramachandran, Kartik Jain, Mannat Nirola and Anmol Mahajan, JSA Advocates & Solicitors
provides the principal framework, with the National Company Law Tribunal (NCLT) exercising jurisdiction over such transactions. Cross-border transactions are additionally regulated under FEMA and regulations issued by the RBI, which, among other things, gov - ern receipt of foreign investment, overseas investment and cross-border restructuring transactions. For list - ed entities, SEBI regulations, including the takeover, disclosure and listing frameworks, continue to play a central role in transaction structuring and execu - tion. Additionally, transactions meeting the prescribed thresholds require approval from the CCI under the Competition Act, 2002, with competition law consid - erations becoming increasingly significant in big-ticket transactions. M&A transactions in India are implemented through a variety of structures depending on commercial objectives, regulatory requirements and tax consid - erations. Transaction structures commonly adopted in India include share acquisitions, asset acquisitions, business transfers, mergers and demergers, joint ven - tures and strategic investments. Recent years have also witnessed increased use of cross-border restruc - turing mechanisms, including reverse-flip structures and inbound re-domiciliation exercises, supported by gradual liberalisation of India’s cross-border merger framework. Technology, manufacturing, financial services, health - care, infrastructure and energy continue to drive M&A activity in India. Technology remains a particularly significant contributor, with increasing investment in artificial intelligence, digital infrastructure and soft - ware-enabled businesses. Data centres and digital infrastructure platforms have emerged as attractive investment targets as demand for cloud services, AI capabilities and digital transformation continues to grow. Domestic consolidation remains a significant driver of deal activity, particularly in sectors where scale and operational efficiencies are becoming critical competi - tive advantages. At the same time, outbound acqui - sitions continue to gain momentum as Indian busi - nesses pursue international expansion and strategic capability acquisition.
The regulatory environment is also influencing trans - action execution in new ways. The staggered imple - mentation of the Digital Personal Data Protection Act, 2023 over an 18-month period since its notification in November 2025 has introduced a significant addition - al dimension to due diligence exercises, particularly in technology, healthcare, financial services and con - sumer-facing businesses. Acquirers are increasingly scrutinising data governance practices, cybersecurity controls and compliance frameworks. ESG considerations are becoming increasingly embedded in transaction processes, driven by inves - tor expectations, disclosure obligations and evolving governance standards. As the Indian market continues to mature, transac - tion structures, diligence exercises and contractual risk allocation mechanisms are becoming increasingly sophisticated. Trade With India India represents a significant trading destination for foreign manufacturers and service providers seeking access to a large and diverse market. While many businesses choose to establish a presence in India, it is equally common to engage with Indian customers and counterparties through cross-border trade mod - els without setting up operations in the country. Imports and exports are governed by the Foreign Trade (Development and Regulation) Act, 1992, under which the Directorate General of Foreign Trade (DGFT) is responsible for formulating and implementing the FTP. The FTP provides the principal framework for export promotion and trade facilitation and supports multiple incentive schemes for businesses engaged in manufacturing, services and exports. India’s customs and foreign trade processes have been significantly modernised under FTP 2023, sup - ported by high levels of digitalisation, transparent licensing rules and simplified classifications, with the DGFT, the Central Board of Indirect Taxes and Cus - toms (CBIC) and sectoral regulators administering trade. A central feature of this transformation is India’s EXIM digital ecosystem, whereby almost all export- import documentation is now processed electronically
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