INDIA Law and Practice Contributed by: Kunal Chandra, Kabeer Mathur, Chinmay Bilgi, Sharnam Vaswani and Rajdeep Mukherjee, Trilegal
Notification Thresholds A combination requires mandatory prior notification to and approval from the CCI if any of the following thresholds are met: • Enterprise-level thresholds: (a) Asset/turnover threshold (India nexus): combined assets of parties in India exceed INR2,500 crore or combined turnover in India exceeds INR-7,500 crore; or (b) Asset/turnover threshold (global nexus): com - bined global assets exceed USD1.25 billion (with India assets of at least INR250 crore) or combined global turnover exceeds USD3.75 billion (with India turnover of at least INR750 crore); or • Group-level thresholds: (a) Asset/turnover threshold (India nexus): com - bined assets in India exceed INR10,000 crore or combined turnover in India exceeds INR30,000 crore; or (a) Asset/turnover threshold (global nexus): combined global assets exceed USD5 billion (with India assets of at least INR1,250 crore) or combined global turnover exceeds USD15 billion (with India turnover of at least INR3,750 crore); or • Deal value threshold (DVT): Introduced by an amendment in 2023, and operative from 10 Sep - tember 2024, this threshold applies: (i) where the transaction value (including all contingent and deferred amounts) exceeds INR-2,000 crore; and (ii) the target entity has “substantial business oper - ations in India”; assessed on metrics prescribed in the CCI regulations, including users, subscribers, data or revenue from India. This threshold was spe - cifically designed to capture large digital acquisi - tions below the asset/turnover tests. De Minimis Exemption Based on Target Assets and Turnover Transactions are exempt from notification where the target entity or business division has assets of less than INR450 crore or turnover of less than INR1,250 crore in India (in the immediately preceding financial year), even if the parties otherwise meet the asset or turnover thresholds. This exemption is not available
prior approval from the government, irrespective of the sector involved. Following the release of Press Note No. 2 of 2026 by the DPIIT on 10 March 2026, this position has been partially relaxed. Investments of up to 10% with a non-controlling beneficial ownership held by citizens or entities of such land-bordering jurisdictions are now exempt from prior government approval, and may be undertaken in compliance with sectoral conditions and reporting requirements. In addition, for invest - ments from such jurisdictions in specified manu - facturing sectors (such as electronic capital goods, electronic components and solar cells) where majority ownership and control remain Indian, approvals are to be processed within a defined timeline of 60 days. Deferment of Consideration For FDI, payment of deferred consideration is permit - ted in share transfers between resident sellers and non-resident buyers and vice versa subject to FEMA conditions, whereby up to 25% of the total considera - tion may be deferred for a period not exceeding 18 months from the date of transfer, provided that the total consideration actually paid is compliant with the prescribed pricing guidelines. The consideration so deferred may be settled through an escrow mecha - nism and may be subject to adjustments for indem - nity payments due from the seller to the buyer. This framework does not apply to FPI, as transactions are executed and settled through stock exchange mech - anisms. In the updated Master Direction on Foreign Investment in India issued by the RBI in January 2025, it was clarified that deferred payment arrangements available for FDI are also available to foreign owned Merger control in India is governed by the Competi - tion Act, 2002 and the regulations issued by the CCI. Transactions involving acquisitions, mergers or amal - gamations (together referred to as “combinations”) that meet prescribed thresholds require prior CCI approval. and controlled companies. 2.4 Antitrust Regulations
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