Authored By: Muskan Pandey
University of Allahabad
Introduction
The Competition Commission of India cleared 134 combinations in 2025 — one of its busiest years on record — and only about one in seven of those went through the fast-track green channel.[1] Much of that volume traces back to a single rule that came into force barely a year earlier: the deal value threshold. For years, Indian regulators had watched a familiar pattern play out abroad — Facebook buying WhatsApp being the case everyone cites — where a target with almost no assets and no real turnover could still be bought up and quietly shut down, simply because it had users, or data, or both. Under India’s old asset-and-turnover tests, a deal like that would never have needed CCI approval at all. The Competition (Amendment) Act, 2023 tried to close that gap by adding a new trigger to section 5 of the Competition Act: any transaction over ₹2,000 crore now needs sign-off if the target has “substantial business operations in India.”[2] It’s a sensible fix on paper. In practice, the tests built around it — how you value a deal, how you decide whether a target’s operations count as “substantial” — are vague enough that they’ve brought back some of the very unpredictability merger control is supposed to remove. This piece lays out how the rule works, where it starts to wobble, and what a tighter version might look like.
What the Rule Actually Says
Section 5(d), inserted by the 2023 Amendment, gives the CCI a fourth basis for treating a deal as a notifiable “combination” — on top of the older asset and turnover tests, not instead of them.[3] The Ministry of Corporate Affairs notified the provision on 10 September 2024, alongside the CCI (Combinations) Regulations, 2024, which do the real work the statute leaves vague.[4] Under those regulations, a deal now needs prior CCI approval once its value — counting direct, indirect, deferred, even non-cash consideration — crosses ₹2,000 crore (about USD 240 million), provided the target also has “substantial business operations in India,” or SBOI.[5] SBOI itself splits into two tracks. Digital-services targets are measured by a 10% share of their global user base, GMV, or service volume sitting in India. Everyone else is measured by a 10% share plus a hard floor of ₹500 crore in Indian turnover or GMV.[6] The same package trimmed the CCI’s review clock from 210 to 150 days and added a statement-of-objections step, letting parties propose fixes before a final order lands.[7] None of this is unusual by global standards — Germany and the US both use value-based thresholds for the same reason — and as a design, it holds together.
Where It Starts to Wobble
The problem shows up once you try to apply it. Ask whether 10% of a target’s users or revenue is in India, and you’re often asking a private foreign company to disclose global metrics it has no legal obligation to share — and the answer can shift depending on which twelve-month window you pick.[8] Tech deals make this worse. They’re rarely a single contract; they come bundled across subscription agreements, IP assignments, licences, side letters. The Combinations Regulations tell the CCI to aggregate consideration across any documents that are “economically interdependent” or part of one composite deal, which sounds sensible until you realise deal teams have to guess, at signing, how a regulator will later read the substance of that structure.[9] There’s no fixed methodology. There’s just a judgment call, made under time pressure, with real money riding on getting it right.
And getting it wrong has already cost someone. In 2025 and again in 2026, the CCI hit the Manipal group with two separate section 43A penalties over its acquisition of Aakash Educational Services, for closing parts of the deal before merger review had cleared.[10] The CCI’s May 2025 FAQ update tried to smooth some of this over — clarifying control-conferring rights, deferred-consideration valuation — but FAQs aren’t binding, and practitioners were still writing, two years after the rule took effect, that its “practical contours remain insufficiently tested.”[11] There’s also a more basic design gripe worth taking seriously: unlike thresholds abroad that are aimed squarely at tech and pharma killer acquisitions, India’s version is sector-agnostic. A straightforward manufacturing or infrastructure deal with obvious Indian turnover triggers the exact same open-ended SBOI inquiry as a data-heavy, asset-light acquisition — even though the competition concern that justified the rule in the first place was specific to the latter.[12]
III. What a Tighter Rule Would Look Like
None of this is an argument for scrapping the DVT. The gap it closes is real, and 134 cleared deals in 2025 suggest the regime is working rather than freezing the market. It’s an argument for tightening the edges. The CCI could extend the green channel’s deemed-approval logic to DVT filings that meet clear, low-overlap criteria, so a deal with no plausible horizontal or vertical footprint in India isn’t dragged through a full 150-day review just because it crosses a monetary line. The Combinations Regulations could also just say, in plain terms, which reference period and which consolidation method apply to multi-document tech deals, instead of leaving “economic interdependence” to be sorted out after the fact. And since the killer-acquisition problem is, empirically, a digital-markets problem, it’s worth asking whether a sector-agnostic SBOI test is doing more than the underlying policy actually calls for — or whether keeping the wide net for digital and data-driven targets, while raising the bar everywhere else, would serve both goals better.
Conclusion
The deal value threshold fixed something real: a target could be commercially significant without ever looking big on a balance sheet, and the old rules missed that entirely. The CCI’s 2025 numbers show the fix is being used as intended. What’s still unresolved is the machinery underneath — an SBOI test built on numbers foreign targets don’t have to disclose, an aggregation rule with no settled method for structured deals, and a sector-agnostic trigger that catches plenty of transactions the reform was never really written for. The Manipal penalties are an early sign that deal teams are already paying for that uncertainty, and not just in compliance cost. None of it requires new legislation to fix. Binding guidance on valuation and aggregation, plus a green-channel carve-out for low-risk DVT filings, would keep the reach Parliament intended in 2023 while giving dealmakers back the one thing merger control is meant to provide: a predictable answer, before signing, to the question of whether a deal needs sign-off at all.
Bibliography
AZB & Partners, ‘Deal Value Threshold’ (AZB Insights) <https://www.azbpartners.com/bank/deal-value-threshold/> accessed 5 August 2026.
‘CCI’s Deal Value Threshold: India’s New Merger Control Trap Tech Giants’ (Lexology, 12 May 2026) <https://www.lexology.com/library/detail.aspx?g=000b519e-bc24-465f-9c67-5be153ce5e8d> accessed 5 August 2026.
Century Law Firm, ‘India’s Merger Control 2.0: Deal Value Thresholds, Material Influence & IBC Updates (2026)’ <https://www.centurylawfirm.in/blog/indias-merger-control-2-0-deal-value-threshold-material-influence-and-the-new-compliance-era/> accessed 5 August 2026.
Chambers and Partners, ‘Merger Control 2025 – India’ (Global Practice Guides, 8 July 2025) <https://practiceguides.chambers.com/practice-guides/merger-control-2025/india/trends-and-developments> accessed 5 August 2026.
Competition Commission of India (Combinations) Regulations 2024.
The Competition Act 2002 (as amended by the Competition (Amendment) Act 2023, Act No 9 of 2023).
iPleaders, ‘CCI Merger Control 2026: Deal Value Threshold Guide’ (9 June 2026) <https://blog.ipleaders.in/cci-merger-control-deal-value-threshold-green-channel/> accessed 5 August 2026.
Nishith Desai Associates, ‘Takeaways from CCI’s Updated Merger Control FAQs’ (12 September 2025) <https://nishithdesai.com/fileadmin/user_upload/Html/Hotline/Article_Sep1225-M.html> accessed 5 August 2026.
Shardul Amarchand Mangaldas & Co, ‘CCI Revised Deal Value Threshold Regulations Explained’ (7 November 2024) <https://www.amsshardul.com/insight/cci-revised-deal-value-threshold-regulations-explained/> accessed 5 August 2026.
In re Manipal Health Systems Pvt Ltd/Aakash Educational Services Ltd, Competition Commission of India, orders dated 31 July 2025 and May 2026.
[1]iPleaders, ‘CCI Merger Control 2026: Deal Value Threshold Guide’ (9 June 2026) <https://blog.ipleaders.in/cci-merger-control-deal-value-threshold-green-channel/> accessed 5 August 2026.
[2]The Competition Act 2002, s 5(d), as inserted by the Competition (Amendment) Act 2023 (Act No 9 of 2023).
[3]ibid.
[4]Competition Commission of India (Combinations) Regulations 2024; Ministry of Corporate Affairs notification dated 10 September 2024.
[5]AZB & Partners, ‘Deal Value Threshold’ (AZB Insights) <https://www.azbpartners.com/bank/deal-value-threshold/> accessed 5 August 2026.
[6]Competition Commission of India (Combinations) Regulations 2024, regs governing ‘substantial business operations in India’; Chambers and Partners, ‘Merger Control 2025 – India’ (Global Practice Guides, 8 July 2025) <https://practiceguides.chambers.com/practice-guides/merger-control-2025/india/trends-and-developments> accessed 5 August 2026.
[7]Competition (Amendment) Act 2023, amending the Competition Act 2002, ss 6, 29, 31.
[8]‘CCI’s Deal Value Threshold: India’s New Merger Control Trap Tech Giants’ (Lexology, 12 May 2026) <https://www.lexology.com/library/detail.aspx?g=000b519e-bc24-465f-9c67-5be153ce5e8d> accessed 5 August 2026.
[9]ibid.
[10]In re Manipal Health Systems Pvt Ltd/Aakash Educational Services Ltd, Competition Commission of India, orders dated 31 July 2025 and May 2026 (s 43A penalty for gun-jumping), as reported in iPleaders (n 1).
[11]‘CCI’s Deal Value Threshold: India’s New Merger Control Trap Tech Giants’ (n 8); Nishith Desai Associates, ‘Takeaways from CCI’s Updated Merger Control FAQs’ (12 September 2025) <https://nishithdesai.com/fileadmin/user_upload/Html/Hotline/Article_Sep1225-M.html> accessed 5 August 2026.
[12]Shardul Amarchand Mangaldas & Co, ‘CCI Revised Deal Value Threshold Regulations Explained’ (7 November 2024) <https://www.amsshardul.com/insight/cci-revised-deal-value-threshold-regulations-explained/> accessed 5 August 2026; Century Law Firm, ‘India’s Merger Control 2.0: Deal Value Thresholds, Material Influence & IBC Updates (2026)’ <https://www.centurylawfirm.in/blog/indias-merger-control-2-0-deal-value-threshold-material-influence-and-the-new-compliance-era/> accessed 5 August 2026.
