CCI Merger Control in India: Thresholds and Filing Guide

Written by Sapient Services Pvt. Ltd., New Delhi | Valuation inputs reviewed by Devender Kumar Malhotra, Registered Valuer under the Companies Act, 2013 | Last updated: October 2026

CCI merger control in India can apply to a deal because of its price, even when the target’s balance sheet is small. It can apply because of a board seat, even when the stake is a minority. Several separate tests decide it, and a deal that passes one can fail another.

This guide covers when the Competition Commission of India must clear a transaction, how deal value is counted, which form to file and what closing early costs. It reflects the Competition Act, 2002 as amended in 2023 and the CCI (Combinations) Regulations, 2024, checked in October 2026.

Our M&A advisory services in Delhi team can help you scope the CCI question before you sign.

What CCI merger control is

It is the system under which the Competition Commission of India, based in New Delhi, reviews large acquisitions, mergers and amalgamations before they close. Sections 5 and 6 of the Competition Act, 2002 set the triggers, and the 2024 Combinations Regulations set the procedure.

The CCI tests whether the combination is likely to cause an appreciable adverse effect on competition in India. Price, strategy and the fairness of the valuation are outside its brief.

A notifiable deal is called a combination. The parties file Form I or Form II and cannot complete the deal until the CCI approves it or the review period ends.

Who needs to check for CCI approval

Boards, promoters and funds in Delhi NCR and across India should run the check before signing in these situations:

• Acquirers buying a controlling or minority stake in an Indian company, including through a share swap
• PE and VC funds negotiating board seats, vetoes or information rights
• Boards approving a merger, amalgamation or demerger alongside NCLT sanction
• Foreign buyers acquiring a target with Indian users, GMV or turnover, including foreign-to-foreign deals
• Resolution applicants under the IBC, where a plan with a combination needs CCI approval before it reaches the NCLT

The IBC (Amendment) Act, 2026, most of which has been in force since 26 May 2026, moved that approval point from before the creditors’ vote to before the NCLT filing.

When CCI merger control applies to a deal

A deal needs CCI approval when it crosses the asset and turnover thresholds in Section 5 or the ₹2,000 crore deal value threshold, and no exemption applies. Test deal value first, because it overrides the small-target exemption.

The deal value threshold

The deal value threshold (DVT) has applied since 10 September 2024. A transaction worth more than ₹2,000 crore is notifiable if the target has substantial business operations in India, even when the parties stay below the Section 5 thresholds or the target would qualify for the small-target exemption.

Regulation 4(2) defines substantial business operations. Any one of these is enough:

• Digital services: Indian users are 10% or more of the target’s global users
• India GMV is 10% or more of global GMV and above ₹500 crore
• India turnover is 10% or more of global turnover and above ₹500 crore

The ₹500 crore floor does not apply to digital services. Only the target’s Indian footprint counts, which is why a deal between two foreign parties can still be caught.

The asset and turnover thresholds under Section 5

The Ministry of Corporate Affairs revised these figures on 7 March 2024, roughly 25% above the 2016 levels, and no later revision turned up in October 2026. Crossing any one is enough, unless an exemption applies:

• Enterprise level, India: combined assets above ₹2,500 crore or combined turnover above ₹7,500 crore
• Enterprise level, worldwide: combined assets above USD 1.25 billion or turnover above USD 3.75 billion, with at least ₹1,250 crore of assets or ₹3,750 crore of turnover in India
• Group level, India: assets above ₹10,000 crore or turnover above ₹30,000 crore
• Group level, worldwide: assets above USD 5 billion or turnover above USD 15 billion, with the same India minimums

Control and minority stakes

Control means the ability to exercise material influence over management, affairs or strategic commercial decisions.

So a minority stake can be notifiable. A right to appoint even one director can amount to material influence, and so can a veto over the budget or business plan.

The CCI’s revised FAQs of 20 May 2025 say information, tag-along, exit and anti-dilution rights do not ordinarily confer control, and a bare observer right does not either.

Which deals are exempt from CCI merger control

Three routes exist: the small-target exemption, the Exemption Rules, and a Section 6A carve-out for open offers and on-market purchases.

• Small targets: a target with India assets of not more than ₹450 crore or India turnover of not more than ₹1,250 crore is exempt under Section 5(e). The limits now sit in the Competition (Minimum Value of Assets or Turnover) Rules, 2024 (G.S.R. 547(E), from 10 September 2024), which replaced the earlier two-year notification and contain no sunset clause. The exemption does not apply to a deal that meets the DVT.
• Exemption Rules: the Competition (Criteria for Exemption of Combinations) Rules, 2024 cover minority and creeping acquisitions, demergers with mirrored shareholding and intra-group reorganisations. A first-time stake below 25% loses the exemption if it brings a director or observer seat, access to commercially sensitive information or control, or exceeds 10% where the parties overlap. These Rules are the only exemption route for a DVT deal.
• Open offers and on-market purchases: Section 6A lets these proceed before approval if notice follows within 30 days of the first acquisition and no ownership or voting rights are exercised until clearance.

How deal value is calculated

Regulation 4(1) counts every kind of consideration, direct or indirect, immediate or deferred, cash or otherwise. The figure includes:

• Separately priced covenants, such as a non-compete fee, but nothing when the covenant has no separate price or sits inside the purchase price
• Interconnected steps, including acquisitions of the same enterprise by the acquirer or its group in the previous two years
• Payments within two years for arrangements tied to the deal, such as technology assistance, IP licensing or supply agreements
• Call options, valued as if fully exercised
• Earn-outs and other contingent payments, at best estimate

Legal and banker fees are excluded, and future payments are not discounted to present value.

The acquirer’s board or approving authority records the estimate. If the value cannot be established with reasonable certainty, the deal is treated as above ₹2,000 crore. If no best estimate is recorded, the maximum payable amount stands in.

Share swaps show why this matters. Zomato paid ₹3,485 crore in shares for 91.04% of Blinkit in 2022 and did not notify, because the small-target exemption then applied. A retrospective Nishith Desai Associates analysis concludes it would be notifiable today.

For a valuation behind an option, earn-out or swap estimate, request a consultation with our business valuation service team. Our valuation of intangible assets work prices IP licences.

How to file: Form I, Form II or Green Channel

Most deals file Form I. Form II applies where overlaps are significant, and the Green Channel gives deemed approval where there are none.

Choosing the form and route

1. Pre-filing consultation. It is voluntary and non-binding, and the CCI typically schedules it within 10 to 12 working days of the request, so ask early when form choice or the DVT is unclear.
2. Choose the form. Form II is the expected route where the combined share in a horizontal market exceeds 15%, or the individual or combined share in a vertical market exceeds 25%, and the CCI can direct a Form I filer to switch. The fees are ₹30 lakh for Form I and ₹90 lakh for Form II.
3. Check Green Channel eligibility. If the parties, their groups and their affiliates have no horizontal, vertical or complementary overlap, the deal is deemed approved on filing. An affiliate is an enterprise in which a party holds more than 10%, or has both a board or observer seat and access to commercially sensitive information. The CCI’s 2025 FAQs expect overlap mapping up to the ultimate controlling person, and a wrong declaration can lead the CCI to treat the deal as never notified.

Review stages and standstill

1. Phase I. The CCI must form a prima facie view within 30 days of receiving the notice (Section 29(1B)), counted once it accepts the notice as complete. Older CCI FAQ pages showing 30 working days predate the 2023 Amendment. If no view is formed in time, the deal is deemed approved.
2. Phase II. If the CCI sees competition concerns, review can run up to 150 days in total, down from 210. Information requests stop the clock.
3. Modifications. The parties can offer structural or behavioural commitments, and the CCI can appoint a monitoring agency.
4. Standstill. File after a binding agreement or board approval and before any step toward closing. Do not close before approval or the end of review. The old 30-day filing deadline no longer applies to most deals.

CCI approval is one of several: a scheme needs NCLT sanction, a listed target brings SEBI takeover rules, and foreign investment brings FEMA. Name each in the conditions precedent.

What happens if you close before CCI approval

Section 43A allows a penalty of up to 1% of the combination’s total turnover, assets or transaction value, whichever is higher. That is a ceiling. AZB reports that the gun-jumping penalties actually imposed over five years were token amounts, with Amazon the exception.

Gun-jumping takes two forms: closing without filing, and exercising control or coordinating commercial behaviour before approval.

Case context: Amazon v. CCI (2026)

The CCI approved Amazon’s 2019 investment in a 49% stake in Future Coupons. On 17 December 2021 it held that Amazon had suppressed the deal’s scope, kept the approval in abeyance, ordered a fresh Form II notice and imposed about ₹202 crore in penalties under Sections 43A, 44 and 45.

In Amazon.com NV Investment Holdings LLC v. Competition Commission of India (2026 INSC 576), the Supreme Court set the order aside on 27 May 2026. Section 43A applies where no notice is filed, not where the parties and the CCI disagree about how a notice described the deal.

It also held that the CCI has no power to keep an approved combination in abeyance or demand a fresh notice, and that the Section 20(1) one-year limit is jurisdictional. Amazon won, but only after years of litigation over what its notice contained.

Common mistakes and how to avoid them

Most errors come from stopping at one test:

• Checking Section 5 only. Test the DVT too: asset-light targets pass the first and fail the second.
• Counting only upfront cash. Add earn-outs, options, linked arrangements and the group’s earlier acquisitions of the same target.
• Treating the small-target exemption as a safe harbour. It stops once the DVT applies.
• Assuming the Green Channel without mapping affiliates. Map overlaps to the ultimate controlling person before declaring none.

Pro tips for planning CCI approval

Five steps put the numbers on paper at term-sheet stage:

1. Fix the deal value estimate before signing, and have the board record it.
2. Collect the target’s India user, GMV and turnover figures during diligence.
3. List every veto and board right in the term sheet and ask counsel which give material influence.
4. Write CCI clearance into the closing conditions, with a long-stop date that covers the 150-day review.
5. Keep integration at planning stage until clearance; use a clean team for sensitive information.

Frequently Asked Questions

Is CCI approval mandatory for a merger or acquisition in India?

Only if the deal is a notifiable combination: it crosses the Section 5 thresholds or the ₹2,000 crore deal value threshold, and no exemption applies. A notifiable deal must be cleared before it closes.

What is the deal value threshold for CCI approval?

It is ₹2,000 crore, in force since 10 September 2024, and applies when the target has substantial business operations in India. Deferred and contingent consideration counts.

What are the CCI thresholds for assets and turnover?

Enterprise level: combined India assets above ₹2,500 crore or turnover above ₹7,500 crore. Group level: India assets above ₹10,000 crore or turnover above ₹30,000 crore. Worldwide tests also apply.

What does substantial business operations in India mean?

For digital services, 10% or more of global users in India. Otherwise, India GMV or turnover of 10% or more of the global figure and above ₹500 crore. One test is enough.

What is the difference between Form I and Form II?

Form I is the default short form and costs ₹30 lakh. Form II is the long form at ₹90 lakh, expected where combined shares exceed 15% horizontally or 25% vertically.

How long does CCI merger control review take?

The CCI must form a prima facie view within 30 days of receiving the notice, or the deal is deemed approved. The overall limit is 150 days, and information requests stop the clock.

What is the Green Channel route?

It is for deals with no horizontal, vertical or complementary overlap between the parties, groups and affiliates. Approval is deemed on filing, but a wrong declaration can mean the deal is treated as never notified.

What is the penalty for gun-jumping?

Section 43A allows up to 1% of the combination’s total turnover, assets or transaction value, whichever is higher. That is the ceiling, not the usual amount.

Do foreign-to-foreign deals need CCI approval?

They can. The test is the Indian nexus: Indian assets and turnover for Section 5, or the target’s substantial business operations in India for the DVT.

Who files the notice with the CCI?

The acquirer files in an acquisition, the merging parties jointly in a merger, and all parties in a joint venture. For more questions, contact our team directly.

Conclusion

Every CCI merger control problem in this guide traces back to a number nobody wrote down: a deal value, a group turnover, a target’s Indian user share. Recording them at term-sheet stage costs little. Rebuilding them after signing does not.

If you need a valuation to support the deal value estimate, call Sapient Services Pvt. Ltd. at +91 9540162888 or write to valuation@sapientservices.com. Our merger and acquisition advisory team is also available, and you can read more about Sapient Services on our homepage.

You may also find helpful: the complete guide to mergers and acquisitions, letter of intent vs term sheet vs definitive agreement and financial due diligence.