Mergers & Acquisitions

Advisory on acquisitions, divestments, mergers, demergers and group restructuring, covering valuation, structuring, documentation and regulatory approvals.

Context

The current transaction environment

Indian M&A has shifted towards larger, more strategic transactions, with domestic consolidation and outbound acquisitions both prominent. Acquirers are pursuing capability, scale and access to new markets, and boards are applying greater discipline to valuation and integration.

Three policy changes shape current transactions: bank finance for acquisitions under the RBI’s 2026 directions, a wider fast-track merger route from September 2025, and the deal value threshold for merger control under the Competition Act.

Scope of services

Our M&A advisory services

Acquisition advisory

Acquisition rationale and criteria, identification and screening of targets, approach to promoters, indicative valuation and negotiation of terms.

Divestment advisory

Preparation for divestment, vendor due diligence, information memorandum, identification of strategic and financial investors, and a managed process.

Valuation

Valuation under income, market and asset approaches; share exchange ratios for schemes; valuation for FEMA and income-tax purposes through registered valuers.

Due diligence

Financial, tax, secretarial and legal due diligence; quantification of exposures; translation of findings into price adjustments, indemnities and conditions precedent.

Transaction structuring

Share acquisition, slump sale, asset transfer, merger or demerger; tax neutrality, carry-forward of losses, stamp duty and accounting under Ind AS 103.

Transaction documents

Term sheets, share purchase agreements, shareholders' agreements, business transfer agreements, escrow and transition arrangements.

Schemes of arrangement

Mergers, amalgamations and demergers under Sections 230–232 and the fast-track route under Section 233 of the Companies Act, 2013.

Regulatory approvals

SEBI SAST open offers, CCI notifications, FEMA approvals for inbound and outbound investment, and RBI approvals for regulated entities.

Acquisition finance

Structuring of bank finance under the 2026 RBI directions, external commercial borrowings and vendor finance.

Restructuring

Fast-track mergers under Section 233

Under the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2025, effective 4 September 2025, a merger or demerger between eligible companies is confirmed by the Regional Director without an application to the NCLT.

Companies eligible for the fast-track route
Two or more small companies
Holding company and its wholly-owned subsidiary
Start-ups with small companies
Foreign holding company into its Indian wholly-owned subsidiary
Holding company and its subsidiary (listed or unlisted)
Subsidiaries of the same holding company
Unlisted companies (other than Section 8 companies)

Fast-track (Section 233)

Notice to the ROC, Official Liquidator and sectoral regulators, inviting objections within 30 days
Declaration of solvency by each company
Approval of members holding at least 90% of total shares
Approval of creditors representing nine-tenths in value
Confirmation by the Regional Director, who may refer the scheme to the NCLT

NCLT scheme (Sections 230–232)

Application to the NCLT for directions on meetings
Approval of a majority in number representing three-fourths in value of members and creditors
Notice to the Central Government, Income-tax Department, ROC, Official Liquidator and other regulators
Observation letter from stock exchanges where a listed company is involved
Sanction by the NCLT after hearing

Regulatory framework

Approvals and triggers

Trigger	Provision	Requirement
Acquisition of 25% or more of voting rights in a listed company	SEBI SAST Reg. 3(1)	Open offer for at least 26% of total shares
Acquirer holding 25% or more acquires more than 5% in a financial year	SEBI SAST Reg. 3(2)	Open offer, subject to the maximum permissible non-public shareholding
Acquisition of control of a listed company	SEBI SAST Reg. 4	Open offer irrespective of shareholding acquired
Deal value above ₹2,000 crore and the target has substantial business operations in India, or asset and turnover thresholds exceeded	Competition Act, 2002, Sections 5 and 6	Prior CCI approval; outer limit of 150 days; green channel where there is no horizontal, vertical or complementary overlap
Investment by a person resident outside India	FEMA (Non-Debt Instruments) Rules, 2019	Sectoral caps, entry route and pricing guidelines; government approval for investors from countries sharing a land border with India
Overseas acquisition by an Indian entity	FEMA (Overseas Investment) Rules and Regulations, 2022	Financial commitment within limits; valuation and reporting through the AD bank
Acquisition of 26% or more, or of control, of an NBFC	RBI directions for NBFCs	Prior written approval of the RBI and 30 days’ public notice

Process

Stages of an acquisition

A mid-market acquisition typically takes six to nine months. Transactions requiring CCI or RBI approval, or an open offer, take longer.

Strategy and criteria

Acquisition rationale, target profile, valuation range and financing.

Identification and approach

Screening, approach to promoters, non-disclosure agreements.

Valuation and term sheet

Indicative valuation, structure, exclusivity and conditions.

Due diligence

Financial, tax, secretarial and legal review.

Documentation and approvals

Definitive agreements, financing, CCI, SEBI, RBI or FEMA approvals.

Completion and integration

Closing, post-completion filings and integration of operations.