Amazon India gets NCLT approval to merge logistics arm with marketplace entity

The National Company Law Tribunal (NCLT) has approved the merger of Amazon India’s logistics arm, Amazon Transportation Services Pvt Ltd (ATSPL), with its marketplace entity, Amazon Seller Services Pvt Ltd (ASSPL), enabling the US-based ecommerce company to integrate its fulfilment and delivery operations directly into its primary India marketplace business.

The approval was granted by the Bengaluru bench of the NCLT, comprising judicial member Sunil Kumar Aggarwal and technical member Radhakrishna Sreepada.

Under the sanctioned scheme of amalgamation, ASSPL will issue 38 equity shares for every 10 fully paid-up equity shares held in ATSPL. Following the merger, ATSPL will stand dissolved without winding up, with all its assets, liabilities and ongoing legal proceedings transferred to ASSPL.

In its order dated December 15, 2025, the tribunal noted that both entities operate in complementary businesses. It said the consolidation into a single entity would improve operational efficiency and create synergies, thereby enhancing shareholder value.

The tribunal clarified, however, that its approval should not be construed as an exemption from payment of stamp duty, taxes or other statutory charges, nor as a waiver of any approvals or compliances required under applicable laws.

The NCLT also directed the companies to submit details on measures being taken to safeguard the interests of ATSPL’s employees. As per the order, all employees of the logistics arm will be absorbed into ASSPL with continuity of service and without any loss of benefits.

The tribunal further observed that shareholders of both the transferor and transferee companies are incorporated under the laws of Singapore and Mauritius. Accordingly, ASSPL will be required to comply with the statutory provisions of those jurisdictions while issuing shares to ATSPL’s shareholders.

ATSPL was incorporated in 2013 as Amazon India’s in-house logistics and transportation arm, handling warehousing, fulfilment centres, line haul and last-mile delivery. More than 95% of its revenue is derived from Amazon’s marketplace operations, though the company began offering logistics services to third-party clients in 2023. ASSPL, on the other hand, operates Amazon’s ecommerce marketplace in India.

The merger comes at a time when foreign-owned ecommerce marketplaces are facing heightened regulatory scrutiny in India, particularly around platform neutrality and preferential treatment of sellers. Structurally, the consolidation allows Amazon to retain close control over fulfilment and delivery while remaining within India’s foreign direct investment rules, which prohibit marketplace operators from owning inventory. It also mirrors a broader industry trend, with rivals such as Flipkart strengthening Ekart Logistics and Meesho scaling up Valmo as in-house logistics platforms.

On the financial front, ASSPL reported a turnover of Rs 25,406 crore in FY24. In FY25, it reduced its net loss by about 90% to Rs 374.3 crore from Rs 3,469.5 crore in the previous year, while revenue grew 19% year-on-year to Rs 30,138.6 crore. The marketplace arm is also facing tax demands totalling Rs 4,097.8 crore across India for alleged violations under laws including the GST Act and the Income Tax Act. Of this amount, the company is contesting demands worth Rs 4,067 crore.

ATSPL reported operating revenue of Rs 4,889 crore in FY24. In FY25, it reduced its net loss by 57% year-on-year to Rs 33.9 crore, while operating revenue grew 8% to Rs 5,284 crore.