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India Expands Fast-Track Merger Route to More Unlisted and Group Companies

The change shifts more restructurings away from the NCLT to faster approvals under Section 233.

Overview

  • The Ministry of Corporate Affairs amended the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 via a gazette notification dated September 4, 2025.
  • Eligibility now covers two or more unlisted companies that meet prescribed exposure thresholds, a holding company with its subsidiary, and multiple subsidiaries under the same parent where the transferor is not listed.
  • Listed transferor companies and Section 8 entities remain outside the fast-track route, with approvals handled by regional directors on behalf of the central government.
  • Coverage in the new framework explicitly accommodates mergers of a foreign holding company into its wholly owned Indian subsidiary, further enabling startup reverse flips.
  • Reporting indicates an INR 200 crore cap on outstanding loans, debentures or deposits for unlisted companies using the route, aligning with the goal of quicker internal reorganisations.