What Is the Notification Threshold for CCI? India 2026 (DVT INR 2,000 Cr, De Minimis, Form I vs II)

Last updated: 9 August 2026

Understanding what is the notification threshold for CCI is the first compliance question every deal team must resolve before signing a transaction with an Indian nexus. Under the 2026 regulatory framework, a combination is notifiable to the Competition Commission of India when the deal value equals or exceeds INR 2,000 crore and the target enterprise satisfies prescribed nexus tests, or, alternatively, when the parties’ combined assets or turnover breach the threshold limits for combination under the Competition Act. The introduction of the Deal Value Threshold (DVT) alongside refinements to the Competition Commission of India (Combination) Regulations (commonly known as PN3) has fundamentally changed how acquirers, private equity sponsors and their advisers screen transactions.

This guide consolidates the DVT mechanics, de minimis exemption rules, Form I vs Form II CCI filing decisions, the 30-day prima facie screening clock, and a practical eight-week workflow into a single compliance playbook, current as at 9 August 2026.

TL;DR, three-point notification checklist:

• Step 1, DVT screen: Does the total transaction value equal or exceed INR 2,000 crore? If yes, move to Step 2.
• Step 2, Target nexus: Does the target have substantial business operations in India (the “SBO” test)? If yes, the deal is prima facie notifiable.
• Step 3, De minimis / alternative thresholds: Even if DVT is not met, check whether the parties’ combined assets or turnover cross the traditional Section 5 thresholds, and whether any de minimis exemption applies.

What Triggers CCI Jurisdiction in 2026, DVT, Assets/Turnover and Target Nexus

Section 5 of the Competition Act, 2002 (as amended) defines the jurisdictional tests that determine whether a proposed acquisition, merger or amalgamation constitutes a “combination” requiring pre-merger notification to the CCI. Section 6 of the Competition Act prohibits any person or enterprise from consummating a combination that causes, or is likely to cause, an appreciable adverse effect on competition in India without prior CCI approval. Together, these provisions establish two parallel notification pathways that deal teams must evaluate.

Pathway 1, Deal Value Threshold (DVT)

The deal value threshold CCI rule was operationalised following amendments to Section 5. A combination triggers notification where the value of the transaction, including every form of consideration, direct and indirect, equals or exceeds INR 2,000 crore (approximately USD 240 million), provided the target enterprise has substantial business operations in India. The SBO test looks at whether the target carries on material commercial activity in India, measured through metrics such as users, subscribers, customers, data collection or revenue derived from Indian operations.

Pathway 2, Traditional Assets/Turnover Thresholds

Even where the DVT is not triggered (for example, because deal value falls below INR 2,000 crore), the transaction may still be notifiable if the combined assets or turnover of the parties, or the group to which they belong, exceed the monetary limits prescribed in Section 5. These limits are periodically revised by the Government of India. Deal teams should verify the latest applicable figures on the CCI’s filing-of-combination-notice page before concluding that a filing obligation does not arise.

Practical Examples

Domestic deal: An Indian technology company acquires a Bengaluru-based SaaS start-up for INR 2,500 crore. The target generates annual revenue of INR 150 crore from Indian customers and holds data on 8 million Indian users. The deal value exceeds INR 2,000 crore and the target clearly has substantial business operations in India, notification is required under the DVT pathway.

Cross-border deal: A Singapore-headquartered private equity fund acquires a 60 % stake in an Indian pharmaceutical manufacturer for INR 1,200 crore. The DVT is not triggered. However, the combined group assets of the acquirer and target in India exceed the Section 5 asset threshold. The transaction is notifiable under the traditional pathway. If, by contrast, the target’s Indian assets and turnover fall below the prevailing de minimis thresholds, the parties may be exempt, covered in the next section.

Deal Value Threshold (DVT) Mechanics, Valuation Moments, Aggregation and Exclusions

The deal value threshold CCI calculation demands careful attention to what constitutes “value of the transaction” and when that value is measured. Industry observers expect the DVT to generate the majority of marginal notification decisions, particularly in the digital-economy and start-up acquisition space where targets may not have significant assets or turnover but command high valuations.

What Counts as Transaction Value

Transaction value captures every form of consideration, cash, stock, debt assumption, earnouts, deferred payments, escrow amounts and any other economic benefit flowing to the seller or target. Where a deal involves contingent consideration such as earnouts, the maximum potential payout is generally included in the DVT calculation rather than only the base price. For public offers, the value is calculated by reference to the offer price multiplied by the total shares subject to the offer (including shares already held that confer control).

Valuation Date and Aggregation

The relevant valuation moment is typically the date of execution of the definitive agreement (SPA, share-purchase agreement, or scheme document). Where an acquisition is structured in multiple tranches or through related agreements, the CCI expects parties to aggregate the values of all interrelated legs to determine whether the INR 2,000 crore threshold is met. Structuring a transaction into artificial sub-threshold segments to avoid notification is a compliance risk that the CCI has signalled it will scrutinise.

Mini Case Study

A multinational conglomerate acquires a controlling stake in an Indian ed-tech platform through two connected agreements: Tranche A (INR 1,300 crore for a 40 % stake) and Tranche B (INR 900 crore for an additional 15 % stake, conditional on regulatory approval). The aggregate value is INR 2,200 crore. Because the tranches form part of a single economic transaction, the combined value exceeds the DVT of INR 2,000 crore. Provided the target satisfies the SBO nexus test, notification is mandatory.

De Minimis Exemption CCI Notification, When Legs Can Be Excluded

The de minimis exemption CCI notification framework is designed to exempt transactions where the target enterprise is too small to pose competition concerns in India, even if the acquirer is large. The exemption operates as a carve-out: if the target’s assets in India and its turnover in or from India both fall below prescribed de minimis thresholds, the combination may be exempt from notification, irrespective of the DVT or the acquirer’s size.

How the Test Works in Multi-Leg Transactions

Where a transaction involves multiple legs, for example, simultaneous acquisitions of two different targets, each leg is assessed separately against the de minimis thresholds. However, the CCI evaluates the overall competitive effect collectively. If one leg falls below the de minimis exemption but the other does not, the non-exempt leg must still be notified. Deal teams should not assume that the small size of one target leg automatically exempts the entire transaction.

Worked Example

A US private equity fund acquires Target A (Indian fintech, assets INR 600 crore, turnover INR 300 crore) and Target B (Indian payments processor, assets INR 80 crore, turnover INR 40 crore) through the same SPA. Target B falls below the de minimis thresholds; Target A does not. The acquisition of Target A remains notifiable. The acquisition of Target B is likely exempt, but the parties should disclose both legs in the notification to ensure transparency and avoid an adverse CCI response.

De Minimis Evaluation Checklist

• Confirm the latest de minimis asset and turnover thresholds from the CCI’s official combination-filing guidance.
• Assess each target enterprise individually, do not aggregate multiple targets into one calculation.
• Verify that the target’s assets and turnover figures reflect the most recent audited financial statements.
• Document the analysis and retain it in the deal file in case of subsequent CCI inquiry.
• If the target is borderline, err on the side of filing, the CCI may challenge a retrospective claim of exemption.

What Is the Notification Threshold for CCI Filing: Form I vs Form II, Selection Framework

Once a deal team establishes that a transaction is notifiable, the next decision is whether to file on Form I (the short-form notice) or Form II CCI (the long-form, detailed notice). The choice has significant consequences for review timelines, documentary burden and the likelihood of CCI follow-up queries.

Form I, Content and Attachments

Form I is designed for combinations that pose limited competition concerns. It requires basic information about the parties, the transaction structure, a summary of the relevant markets and limited market-share data. Typical Form I filings run to 30–60 pages plus annexures. Form I is appropriate where there are no or minimal horizontal overlaps, no significant vertical relationships, and where the merged entity’s market share remains below thresholds that might raise competition red flags.

Form II CCI, Content and Attachments

Form II CCI requires a comprehensive competition assessment. This includes detailed market definitions, market-share calculations with supporting data from independent sources, analysis of vertical and conglomerate effects, customer and competitor surveys, efficiency justifications, and any economic modelling. A typical Form II submission can exceed 150–300 pages. Filing on Form II is generally necessary where horizontal overlaps lead to combined market shares above 15–20 %, where the acquirer already holds significant market power, or where the CCI has previously expressed concerns in the relevant sector.

Green Channel CCI Eligibility and Process

The green channel CCI route allows deemed approval upon filing, provided the notifying parties certify that the transaction will not result in any horizontal overlap, vertical relationship or complementary relationship between the parties’ activities in India. If the CCI does not object within the prescribed timeframe, the combination is deemed approved as of the filing date. The green channel is strictly limited: if any overlap or relationship exists, even a minor one, the parties must file through the standard Form I or Form II route. Mis-certification of green-channel eligibility carries enforcement risk.

Form I vs Form II vs Green Channel, Comparison Table

CCI Merger Notification Timeline, Prima Facie 30-Day Rule and Practical Expectations

The CCI merger notification timeline is anchored by a prima facie screening period. Upon receipt of a complete notification, the CCI conducts a preliminary assessment to form a prima facie opinion on whether the combination is likely to cause an appreciable adverse effect on competition. This initial screening is expected to be completed within 30 working days of the date on which the CCI considers the filing complete (not the initial filing date, if supplementary information is subsequently requested).

What Happens After the 30-Day Screening

• No concerns identified: The CCI approves the combination, typically with no conditions. This is the most common outcome for Form I filings.
• Concerns identified, Phase II investigation: The CCI may issue a show-cause notice and proceed to a detailed investigation, which extends the review period. The overall statutory timeline for CCI to form a final opinion is 210 days from the date of the complete notification. If the CCI does not pass an order within 210 days, the combination is deemed approved.
• Stop-clock scenarios: The clock may be paused if the CCI requests additional information from the parties. The time taken by the parties to provide the requested data does not count toward the 210-day limit. Deal teams should therefore allocate internal resources to respond to information requests promptly.

Gun-Jumping Risks

Closing a notifiable transaction before receiving CCI approval, commonly known as gun-jumping, is a serious violation under Section 6 of the Competition Act. The CCI has the power to impose penalties of up to one per cent of the total turnover or assets of the combination, whichever is higher. In addition, the CCI may direct the parties to unwind the transaction. Even informal pre-closing co-ordination (such as exchanging competitively sensitive information or exercising control over the target before clearance) can constitute gun-jumping.

Timeline Summary Table

Practical Workflow for Deal Teams, Pre-Deal Checklist and Sample Eight-Week Filing Plan

Integrating the CCI notification process into the broader deal timeline is essential for avoiding closing delays. The following sample eight-week plan illustrates how deal teams can manage the process from LOI through to CCI clearance.

Weeks 1–2: Initial screening and strategy

• Run the DVT calculation, aggregate all consideration elements and assess against the INR 2,000 crore threshold.
• Evaluate whether the target has substantial business operations in India (SBO test).
• Check traditional assets/turnover thresholds and the de minimis exemption.
• Decide Form I, Form II or green channel CCI route based on overlap analysis.

Weeks 3–4: Data collection and draft preparation

• Collect audited financials, market-share data, customer lists and competitor information from the target’s data room.
• Prepare market-definition analysis, identify relevant product and geographic markets.
• Draft the notification form and circulate internally for review.
• If cross-border, coordinate with foreign antitrust counsel on parallel filing requirements.

Weeks 5–6: Finalisation and filing

• Finalise the notification form and obtain authorised signatory certifications.
• File electronically through the CCI’s online portal with all prescribed annexures.
• Confirm receipt and Day 0 acceptance with the CCI’s Combination Division.
• Implement information barriers to prevent gun-jumping during the review period.

Weeks 7–8: Screening and response

• Monitor for CCI information requests and respond within 15 working days.
• Prepare for a pre-filing consultation if the CCI signals concerns.
• Upon approval, proceed to closing, ensure CCI clearance is a condition precedent in the SPA. Cross-reference the enforceability of shareholders agreements in India to ensure post-closing governance is aligned.

Enforcement, Penalties and Common Pitfalls, Top 8 Mistakes to Avoid

Deal teams regularly encounter the same compliance traps. Avoiding these pitfalls significantly reduces the risk of CCI penalties and deal delays.

• Incorrect DVT calculation. Failing to include contingent consideration (earnouts, escrow amounts) in the deal value. Always use the maximum potential value.
• Ignoring de minimis leg analysis. Assuming one small target exempts the entire multi-leg transaction. Assess each leg individually.
• Incomplete market data. Submitting Form I with insufficient market-share information, prompting CCI to convert the filing to Form II and restarting the clock.
• Misfiling the Form type. Filing on Form I when the overlap analysis clearly warrants Form II, leading to conversion, delays and potential credibility loss with the CCI.
• Gun-jumping. Exercising control, exchanging competitively sensitive data or implementing integration steps before CCI approval. Maintain strict information barriers until clearance.
• Wrong valuation date. Using a valuation date that does not correspond to the definitive agreement, producing an inaccurate DVT assessment.
• Failing to aggregate related transactions. Treating connected tranches or related agreements as separate deals to stay below the INR 2,000 crore threshold.
• Late filing. Not filing within the prescribed period after the trigger event. The CCI expects prompt notification, delays attract scrutiny and potential penalties.

For related procedural guidance on corporate restructuring and winding down entities, see how to close a private limited company in India and the guide to filing for insolvency in India.

Quick Reference: Reporting Obligations by Entity Type

Where the transaction involves foreign investment inflows, deal teams should also file the FC-GPR with the RBI, see the RBI FC-GPR filing guide for step-by-step instructions. For broader context on merger control in India, including historical enforcement trends, consult the dedicated practice guide.

Conclusion

Determining what is the notification threshold for CCI remains one of the most consequential compliance decisions in any India-linked M&A transaction. Under the 2026 framework, the DVT trigger of INR 2,000 crore, combined with the target’s substantial-business-operations nexus test, captures a broad range of transactions, particularly in the digital economy and start-up acquisition space. Traditional Section 5 asset and turnover thresholds continue to run in parallel, and the de minimis exemption provides a valuable carve-out for small-target deals. The choice between Form I, Form II and the green channel directly affects review timelines and documentary burden.

Deal teams that invest in early screening, accurate DVT calculations and a structured filing workflow, as outlined in the eight-week plan above, are best positioned to secure timely CCI clearance without enforcement risk. For transaction-specific guidance, including parallel bank guarantee enforcement considerations and deal structuring, consult the Global Law Experts lawyer directory to connect with a qualified cross-border M&A adviser in India.

Sources

1. Competition Commission of India, Filing of Combination Notice
2. Press Information Bureau, Threshold Revisions Press Release
3. The Competition Act, 2002, India Code / Ministry of Law and Justice
4. Official Gazette of India, Amendment Notifications