Navigating Antitrust Delays in India’s FMCG Sector M&A

India’s fast-moving consumer goods (FMCG) sector, valued at $110 billion in 2023 and projected to reach $220 billion by 2027 with a 14.9% CAGR, is a powerhouse of economic activity. As the fourth-largest sector in India, it employs over 3 million people and drives significant consumer spending across urban (65%) and rural (35%) markets. Its fragmented structure dominated by giants like Hindustan Unilever, ITC, and Nestlé, alongside a rising tide of direct-to-consumer (D2C) and regional brands makes it a hotbed for mergers and acquisitions (M&A). However, the increasing frequency of antitrust delays has emerged as a critical hurdle, especially for high-value or multi-brand consolidation deals.

Consequently, companies pursue M&A to consolidate markets, diversify brand portfolios, enter high-growth segments like wellness and premium foods, and expand geographic or channel reach, particularly via e-commerce, which is set to capture 11% of FMCG sales by 2030. However, antitrust delays, driven by rigorous scrutiny under India’s Competition Act, 2002, pose significant challenges. The Competition Commission of India (CCI) evaluates whether M&A deals substantially lessen competition, often prolonging timelines and impacting deal value. To address this, the article equips senior leaders with a hybrid consulting playbook to navigate antitrust delays in FMCG M&A.

Understanding Antitrust Delays in Consumer Goods M&A

• Industry Overview & Context

India’s FMCG and consumer goods sector thrives on high sales volumes, extensive distribution networks, and strong brand loyalty. As a result, the market’s fragmentation fuels M&A, as large players acquire regional brands to capture niche markets, while D2C brands drive innovation in segments like organic foods and sustainable personal care.

• M&A strategies focus on:

1. Market Consolidation: Achieving economies of scale and broader reach.
2. Brand Portfolio Diversification: Entering new categories like premium personal care or health-focused snacks.
3. High-Growth Segments: Capitalising on trends like wellness and eco-friendly products.
4. Geographic/Channel Expansion: Penetrating rural markets or e-commerce channels.

Importantly, the Competition Act, 2002, empowers the CCI to scrutinise M&A deals for anti-competitive effects, such as monopolistic pricing or reduced consumer choice. Thus, antitrust delays arise when the CCI demands detailed data or debates market definitions, complicating deal timelines.

1. Recent Developments Impacting Antitrust Delays

In Q2 2025, the CCI flagged multiple FMCG deals for extended review, focusing on potential dominance in regional categories like snacks and detergents. This backlog underscores the CCI’s cautious approach, which in turn contributes to antitrust delays. Key developments include:

• Threshold Clarifications: The government is exploring updates to combination thresholds. Therefore, more mid-sized deals may fall under CCI scrutiny, increasing the risk of delays.
• Global Coordination: Indian regulators now align with EU and US antitrust bodies on cross-border consumer goods deals, thereby adding complexity and extending review periods.
• Market Definition Debates: Ongoing litigation over defining markets (e.g., “soap” vs. “personal care”) creates ambiguity, leading to delayed CCI decisions and fuelling antitrust delays.
• Budget 2025 Provisions: The budget introduced fast-track merger reviews for innovation or green growth categories. Nonetheless, pending implementation limits their effectiveness.

2. Key Challenges & Nuances of Antitrust Delays

Antitrust delays in FMCG M&A stem from several complexities:

• Ambiguity in Market Definitions: Defining relevant product and geographic markets is contentious. Consequently, this delays CCI approvals.
• Brand Loyalty and Pricing Power: Strong consumer stickiness in FMCG raises concerns about post-merger pricing power. As a result, regulators demand closer scrutiny.
• Data Access Issues: The CCI demands granular data, which companies struggle to provide quickly, thus exacerbating delays.
• Pre-Notification Complexity: Legal ambiguities in filing processes often lead to procedural holdups.
• Foreign M&A Scrutiny: Cross-border deals face heightened oversight. In turn, this prolongs timelines due to national interest considerations.
• Financial and Strategic Costs: Extended reviews erode transaction value, raise financing costs, and delay synergies. Therefore, investor confidence can suffer.

3. Strategic Implications: A Hybrid Consulting Approach to Antitrust Delays

• Go-to-Market (GTM) & Growth Strategy

Design merger integration plans with flexibility to accommodate antitrust delays. In parallel, acquirers should develop backup growth paths such as organic launches or minority investments to maintain momentum. Regional players can highlight distribution synergies and innovation pipelines (e.g., sustainable packaging) to demonstrate pro-competitive benefits, which may help ease CCI concerns.

• M&A & Strategic Investment

Conduct pre-deal diligence with antitrust risk scenarios and timeline simulations to quantify delay impacts. To mitigate risks, structure deals using phased closings, option-based investments, or joint ventures. This approach can help avoid full CCI reviews. Moreover, target firms with differentiated offerings (e.g., patented technologies) to reduce overlap risks.

• Legal & Regulatory Strategy

Engage legal counsel early to map overlaps and prepare clean documentation, which in turn reduces early-stage delays. Respond proactively to CCI inquiries with economic analyses demonstrating innovation, consumer benefit, or ESG value. Additionally, monitoring precedents can help anticipate likely remedies and streamline negotiations.

• Turnaround & Risk Management

CFOs and CSOs must scenario-plan for antitrust delays by addressing financing revalidations, vendor uncertainty, and internal morale. For this reason, leaders should build delay buffers into integration timelines and synergy estimates. Ultimately, strong stakeholder communication preserves alignment during regulatory slowdowns.

• Technology & Analytics Enablement

Leverage AI to model post-merger price impacts and predict likely CCI outcomes based on historical data. Furthermore, deploy market simulation tools to anticipate consumer and competitor behaviour post-merger. This data, if submitted early, can help counter regulatory objections and reduce delays.

Illustrative Examples of Antitrust Delays

• D2C Snack Acquisition: A ₹900 Cr acquisition of a D2C protein snack brand by a food processing firm faced six months of antitrust delays. However, legal teams leveraged analytics to demonstrate low market substitution, ultimately securing approval.
• Home Care Merger: A merger between two South Indian home care giants triggered CCI concerns. To address these, the companies divested two regional sub-brands, leading to conditional approval.

Conclusion: Managing Antitrust Delays in FMCG M&A

In conclusion, antitrust delays in India’s FMCG M&A landscape are a critical challenge, driven by rigorous CCI scrutiny, market definition debates, and global regulatory coordination. However, leaders can mitigate these disruptions by embedding legal foresight, leveraging analytics, and customising deal structures.

Therefore, proactive antitrust planning from the M&A lifecycle’s outset supported by firms like LawCrust ensures faster time-to-value and sustained competitive advantage.

What strategies are you employing to navigate antitrust delays in your M&A endeavours?

About LawCrust

LawCrust Global Consulting Ltd. delivers cutting-edge Hybrid Consulting Solutions in Management, Finance, Technology, and Legal Consulting to ambitious businesses worldwide. Recognised for our cross-functional expertise and hybrid consulting approach, we empower startups, SMEs, and enterprises to scale efficiently, innovate boldly, and navigate complexity with confidence. Our services span key areas such as Investment Banking, Fundraising, Mergers & Acquisitions, Private Placement, and Debt Restructuring & Transformation, positioning us as a strategic partner for growth and resilience. With an integrated consulting model, fixed-cost engagements, and a virtual delivery framework, we make business transformation accessible, agile, and impactful.

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