The Ministry of Corporate Affairs (‘MCA’) has, by way of a Notification dated September 8, 2025, notified amendments to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (‘Merger Rules’), which have become effective from September 4, 2025. Under the Merger Rules, the fast-track route was previously available only for mergers between: (i) two or more small companies; (ii) two or more start-up companies; (iii) one or more start-up company with one or more small company; and (iv) between a holding company and its wholly-owned subsidiary company. The amendments have broadened the categories of companies eligible for fast-track schemes and provided consequential changes to the procedural aspects, including amendments to the format of filings. Key amendments are set out below:

i.    The following categories of companies can now undertake fast track mergers:

a. an unlisted company with another unlisted company (excluding companies incorporated under Section 8 of the Companies Act, 2013 (‘Act’)), where each company involved in the merger has: (A) in aggregate, outstanding loans, debentures, or deposits not exceeding INR 2 billion (approx. USD 22.7 million), and (B) no default in repayment of loans, debentures, or deposits referred to in point (A);

b. a holding company and a subsidiary company, provided that the transferor company is not listed; and

c. one or more subsidiary company of a holding company with one or other subsidiary company of the same holding company, where the transferor company or companies are not listed.

ii.   The companies are required to send notices to their concerned regulators such as Reserve Bank of India (‘RBI’), Securities and Exchange Board of India (‘SEBI’), Insurance Regulatory and Development Authority of India (‘IRDAI’) or Pension Fund Regulatory and Development Authority (‘PFRDA’) (and stock exchanges for listed companies) to seek their objections or suggestions to the scheme within the prescribed period.

iii.  The amendments have expressly clarified that the fast-track route, in addition to amalgamations, is also available to undertake a scheme of arrangement which provides for transfer or division of an undertaking of a company, as referred to under Section 232(1)(b) of the Act.

Appropriate changes related to this amendment have been made to Forms RD-1, GNL-1, CAA.9, CAA.10A, CAA.11 and CAA. 12.