New Era of Competition Laws in India: Navigating the 2025 FAQs Published by CCI

[Manya Bansal and Sanya Dua are fourth-year BBA LLB (Hons.) students at Symbiosis Law School, Pune.]

Introduction

In a landmark regulatory shift, India’s merger control framework has undergone a decisive overhaul, one that foreign investors, dealmakers, and legal advisors can no longer afford to treat as a postscript. The May 2025 FAQs released by the Competition Commission of India (CCI), coupled with the implementation of the Competition (Amendment) Act, 2023, mark a deliberate pivot toward heightened scrutiny, economic substance, and global alignment.

The introduction of the Deal Value Threshold (DVT), a broadened definition of “control,” and detailed clarity around open-market acquisitions, cross-border share swaps, and digital market transactions reflect a maturing and tightening regime.

With India poised to cross the USD 1 trillion FDI mark, merger control has emerged as a strategic inflection point, not a procedural hurdle. This blog decodes these developments and examines how they recalibrate both legal risk and investment certainty in one of the world’s most dynamic M&A destinations.

Key Changes Introduced by FAQ 2025

 CCI introduced key amendments through its FAQ on 20th May 2025. The amendment dealt with a series of changes where the most significant changes include introduction of the Deal DVT under Section 5(d) of the Competition (Amendment) Act, 2023 where a transaction with a value exceeding INR 2000 crore requires pre-merger approval from CCI providing the organization has ‘substantial business operations’ in India. The DVT showcases a shift from the traditional methods. The FAQ mandates to include call options where both the premium and exercise price will be included in the value of the transaction at the time of acquisition. For the swapping of shares, the transaction will include the aggregate value of both the share acquisitions and the amounts to be paid to the seller as a Key Managerial Person for meeting specific company targets. The DVT envisages higher regulatory scrutiny even for organizations having limited tangible assets or revenues in India.

The definition of control has also been expanded to codify ‘material influence’ under the 2023 Amendment. It is a significant change as control is paramount to examine notifiability of a transaction to CCI, especially those having minority investments with veto rights or competitively sensitive information.

To prove the ‘ultimate intended effect’ of a transaction, the Combination Regulation 9(4) states that the inter-connect between the businesses must be approved by CCI through a single notice covering all the steps. The FAQs state meeting of minds test is an essential factor to determine the interconnection between the parties. For example, if different investors sign a common shareholder agreement, deed of adherence, which states that closing will take place simultaneously, which not account for interconnected transactions as there is no meeting of minds. The clarification also excludes overlap analysis for otherwise exempted transactions shifting from the old narrative.

Further, the CCI has also streamlined its review process timeline for open offers. It is primarily relevant to the hostile acquisitions in the open market, where the transactions will not attract gun jumping penalties if they notify to CCI within 30 calendar days from the day of the first acquisition of shares. The FAQ clarifies that primary acquisition through stock market exchanges will not benefit from this, as it includes preferential allotment of fresh shares. But secondary acquisition, which includes block deals and bulk deals under Section 6A of the Competition Act, 2002, will be included.

It is established that Indian merger control regimes are mandatory and suspensory in nature, where under Section 6(2A), no part of any notifiable transaction can be implemented before the CCI’s nod. There are several illustrations in recent times, like Hindustan Coals Private Limited, Bharti Airtel/Tata, Adani Green Energy Limited, etc. attracted penalties/fines for non-adherence to the standstill obligation. To prevent such future risks, the FAQ advises forming a Clean Team consisting of senior management, internal and external legal personnel, where Commercially Sensitive Information (CSI) will be accessible to only this team for due diligence. 

The FAQ 2025 also clarifies various aspects of other important aspects of combinations like green channel filling by mandating overlap mapping up to the Ultimate Controlling Person (UCP) and institutionalizing Pre-Filing Consultations (PFCs), what constitutes commercially sensitive information and information is excluded from it, fund management activities, filling notices of combinations etc.

Threshold Values as per the 2024 Amendment

From 10 September 2024, India’s merger control regime sees a significant shift under the Competition (Amendment) Act, 2023. Companies must now assess deal notifiability under the newly introduced deal value threshold of INR 2,000 crore (approx. USD 238 million), provided the target has “substantial business operations” in India. This includes:

a)     Has at least 10% of its global user base located in India, or

b)    Derives at least 10% of its global gross merchandise value (GMV) from India and has Indian revenues exceeding INR 500 crore, or

c)     Has a turnover from India exceeding INR 500 crore, and this accounts for at least 10% of its global turnover.

Early-stage diligence must account for these thresholds, especially for digital and cross-border deals. Additionally, Phase I timelines have been reduced from 30 working to 30 calendar days, requiring pre-emptive planning.

Exemptions now have narrower applicability. Minority acquisitions are exempt only up to 25% and only if there is no control, board seat, or CSI access, reduced to 10% in case of overlaps. For incremental acquisitions, a creeping limit of 5% is allowed, subject to thresholds.

Introspecting FDI and E-commerce

A significant factor contributing to India’s economic growth is foreign direct investment (FDI). India has shown incredible numbers where there is a notable increase in the previous year’s cumulative, reaching USD 1 trillion. It is noted that buying shares/debentures is one of the modes of foreign investment in India. Earlier investors acquiring less than 25% of the stakes do not attract merger filings. But if commercially sensitive information, and board representation is changed, and control is acquired that the acquisition will trigger mandatory notification.

By bringing digital services and evaluating Gross Merchandise Value under the threshold, the CCI will be able to properly assess its market impact. Furthermore, the inclusion of digital services under DVT is seen as a necessary amendment to bring e-commerce, cloud platforms, and online gaming platforms (Regulation 4(2)) under scrutiny as they form a part of the company’s transaction, even if they are not its main activity.

Notable CCI Enforcement and Market Trends

The real-world impact of merger control reforms cannot be appreciated in isolation from enforcement trends. Recent investigations have shown that the Commission is no longer confined to conventional thresholds of market share or turnover, but is increasingly examining market dynamics, strategic control, and data asymmetries in sectors marked by innovation and platform dominance.

A case that continues to define regulatory thinking is the Amazon–Future Retail combination, where the Commission revisited its earlier approval upon finding that Amazon, despite holding a minority stake in Future Coupons, exercised decisive influence over Future Retail’s operations. The ₹200 crore penalty imposed on Amazon underscored that the Commission will not hesitate to revisit approvals or penalize parties where disclosures do not match the transaction's competitive effect.

Similarly, in the Zomato–Uber Eats merger, the Commission expanded its analytical framework by incorporating network effects, consumer switching behaviour, and barriers to entry rather than relying solely on static market share data. Though the transaction was eventually approved, it set a precedent for future digital platform combinations, where consumer dependency and data-driven market positioning would weigh heavily in merger assessments.

Strategic Considerations and the Path Ahead

India is aligning with OECD standards by shifting away from purely turnover-based thresholds and introducing measures like the deal value threshold, aimed at capturing acquisitions in the digital and innovation-led sectors that traditional tests often overlook.

 The FAQs’ and the amendment’s emphasis on market effects and receptiveness to PFCs reflect India’s integration into the global antitrust dialogue, including increased coordination with EU and US regulators. Cross-border mergers, particularly in the digital space, are now likely to be reviewed under parallel regimes, reinforcing the need for synchronized filings and coordinated counsel.

Moreover, as FDI flows shift towards AI, data infrastructure, and algorithm-driven markets, the Commission’s enforcement lens is expected to sharpen further. There is growing policy momentum to include algorithmic collusion, pricing algorithms, and data-sharing arrangements within the scope of merger review. While not explicitly codified yet, these themes are likely to feature in future iterations of the FAQs and sector-specific guidelines.

Finally, the redefinition of “material influence” and its consequences for deal structuring must be internalized by dealmakers. Acquisitions structured to avoid modifiability at the outset through minority positions or passive shareholding may later trigger scrutiny if additional rights are acquired, or if strategic exits involve purchasers with overlapping interests. This adds a layer of complexity not only to transaction planning but also to post-deal monitoring and exit strategies.

Conclusion

In sum, the maturing of India’s merger control regime is not just a story of new rules; it represents a conceptual evolution in how combinations are understood, reviewed, and enforced. Practitioners would be advised to conduct early antitrust risk assessments, analyse control structures through alignment between legal and commercial transaction teams. In high-value transactions, it is paramount to be in compliance with the CCI enforcements. For foreign investors and Indian acquirers alike, a proactive competition strategy is now an indispensable part of dealmaking in India’s increasingly sophisticated antitrust ecosystem.