Fast-track mergers widened: unlisted companies with borrowings up to Rs 200 crore can skip the NCLT

By G.S.R. 603(E) dated 4 September 2025 the Ministry of Corporate Affairs amended rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 to widen the section 233 fast-track merger route. Two or more unlisted companies (other than section 8 companies) may now use it where every company in the merger has aggregate outstanding loans, debentures or deposits not exceeding two hundred crore rupees and no default in their repayment, tested on a day not more than thirty days before the section 233(1)(a) notice and again on the date of filing the scheme, supported by an auditor's certificate in Form CAA-10A. Where a company is regulated by the RBI, SEBI, IRDAI or PFRDA, the notice must also go to that regulator and, for listed companies, to the stock exchanges. The rules came into force on publication.

Read directly from the gazette PDF. Private tax and law commentary additionally reports that the amendment extends the route to holding and subsidiary companies and to fellow subsidiaries where the transferor is unlisted; the gazette text was partially garbled in extraction for those clauses, so only the Rs 200 crore unlisted-company limb is recorded as verified.

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