Navigating Antitrust Laws in India’s Food Industry Mergers & Acquisitions

India’s $900 billion food industry is experiencing rapid M&A activity, driven by consolidation and investor interest. Nevertheless, while Food M&A offers immense growth potential, antitrust laws and merger regulations simultaneously present significant challenges that companies must navigate carefully. This brief explores how competition law shapes Food M&A and how LawCrust helps businesses navigate deal risks and ensure compliance.

Understanding Antitrust Laws in Food M&A

In India, antitrust laws are governed by the Competition Act, 2002, enforced by the Competition Commission of India (CCI). These laws aim to promote fair competition, prevent market dominance, and protect consumer interests. For Food M&A, the CCI evaluates transactions to assess market concentration, potential abuse of dominance, and impacts on pricing or choice.

The Competition Act mandates filings for “combinations” (mergers, acquisitions, or amalgamations) exceeding specific asset or turnover thresholds. For instance, domestic deals require notification if the combined entity’s assets exceed INR 2,000 crore or turnover surpasses INR 6,000 crore. The CCI’s review process for Food M&A focuses on defining relevant markets (product and geographic), analysing market shares, assessing entry barriers, and evaluating anti-competitive risks.In this context, these antitrust laws play a crucial role as they not only ensure a balanced market but also safeguard consumers while simultaneously enabling industry growth.

Recent Developments (as of June 2025)

As of June 2025, the CCI has increased scrutiny of Food M&A, focusing on processed foods, dairy, beverages, QSRs, and digital platforms. Consolidation in food delivery and e-grocery is under the spotlight due to concerns over market dominance and data-driven power. Recent trends indicate extended reviews for deals triggering significant market share shifts, especially in urban areas.

Policy developments like “Udyami Bharat – MSME Day” (June 2025) signal support for MSMEs and innovation. The CCI may fast-track approvals for food sector deals involving startups, provided they align with competition law and don’t raise dominance concerns highlighting how antitrust laws shape strategic M&A planning.

• Challenges & Deal Risks Linked to Antitrust Laws

Antitrust laws introduce several deal risks for Food M&A:

1. Delayed Closures: CCI investigations, often spanning 30–210 days, can delay deal timelines, increasing costs and uncertainty.
2. Structural Remedies: To secure approval, the CCI may mandate divestitures of assets or business units, altering deal value and strategy.
3. Digital Platform Scrutiny: Consequently, mergers involving e-grocery or food delivery platforms face heightened review, primarily due to concerns over data monopolies and regional market dominance.
4. Valuation and Integration Impacts: Prolonged reviews or remedies can lower valuations, disrupt integration plans, and reduce deal certainty.

These deal risks highlight the need for proactive management of antitrust laws to ensure smooth Food M&A execution.

• Strategic Implications for Food M&A

To navigate antitrust laws, senior leaders must adopt strategic approaches:

1. Early Risk Assessments: Therefore, it is essential to conduct competition law due diligence early in the process to proactively identify potential CCI concerns, such as market share overlaps or regional dominance risks.
2. Deal Structuring: Use staggered closures, break fees, or pre-planned divestitures to mitigate regulatory hurdles.
3. CCI Engagement: Engage proactively with the CCI, responding promptly to information requests and proposing voluntary remedies to address competition concerns.
4. Hybrid Consulting: Partner with firms like LawCrust, which combine legal, financial, and operational expertise to balance compliance with deal objectives. Hybrid consultants help anticipate deal risks, structure transactions, and streamline CCI interactions.

Illustrative Examples

• Dairy Sector Merger: In a hypothetical 2024 dairy merger, two leading players combined to dominate North India’s liquid milk market. The CCI, citing regional concentration, mandated divestitures of two processing plants to a competitor. Thus, this approach not only ensured compliance with antitrust laws but also actively preserved competition in the affected regions.
• QSR Acquisition: A major QSR chain acquired a food tech startup in 2025. To effectively address CCI concerns about potential pricing power in urban delivery markets, the deal strategically included conditional milestones. For instance, it required maintaining supplier diversity for at least two years post-acquisition. As a result, the parties demonstrated their commitment to preserving competition while securing regulatory approval. This aligned with merger regulations and secured approval.

Conclusion

In India’s dynamic food industry, antitrust laws are a critical gatekeeper for Food M&A success. With the CCI’s increasing scrutiny and evolving merger regulations, senior leaders must prioritise early risk assessments, strategic deal structuring, and robust CCI engagement. By proactively leveraging hybrid consulting expertise from firms like LawCrust, companies can not only mitigate deal risks but also ensure seamless compliance with antitrust laws. Furthermore, this strategic approach enables them to execute transformative Food M&A deals that not only drive growth but also foster fair competition in the market.

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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