CCI issues guidance on computing the deal value threshold
Clarification on what counts toward the ₹2,000 crore transaction value, including earn-outs, non-compete payments and interconnected transactions.
The Competition Commission has issued guidance on computing transaction value for the deal value threshold introduced by the 2023 amendment, addressing the areas that have generated the most uncertainty since it took effect.
What counts
The guidance confirms that transaction value includes:
- Consideration for the acquisition of shares, assets or control, whether in cash, securities or otherwise
- Value attributable to earn-outs and deferred consideration, computed on a reasonable best estimate
- Consideration for non-compete, non-solicit and similar covenants
- Value of interconnected or inter-dependent transactions forming part of the same arrangement
- Assumed debt and other obligations forming part of the consideration
The inclusion of interconnected transactions is the item that catches structured deals. A transaction split into tranches or accompanied by a separate commercial arrangement is assessed on the aggregate where the elements are inter-dependent.
Why this matters outside deal teams
Notification is suspensory. Closing without approval where notification was required is gun-jumping, and the penalty regime for it is severe.
Deal teams working from the older asset and turnover thresholds will miss transactions that qualify only on deal value — characteristically, acquisitions of high-valuation, low-revenue technology and life sciences targets. That is precisely the profile of much current Indian M&A.
The substantial business operations in India test remains the second limb, and the guidance addresses it only briefly, which leaves it as the live area of judgement.
Practical control
The check needs to sit at term sheet stage, not at signing. By signing, the structure is set and a notification requirement discovered late costs the transaction its timeline.
Corporate development teams should apply a deal value screen at term sheet alongside the existing turnover screen, and record the assessment either way — including the reasoning where the conclusion is that no notification is required.
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This analysis is provided for information only and does not constitute legal advice. Read it alongside the primary source it cites. Where a source reference is given (CCI Guidance Note 2/2026), that is the authoritative text.