NCLT Clears Merger of Amazon India’s Logistics & Marketplace Arms

NCLT Clears Merger of Amazon India’s Logistics and Marketplace Arms

SUMMARY

ASSPL will issue 38 equity shares for every 10 equity shares held in ATSPL

Post-merger, all ATSPL employees shall be absorbed by ASSPL with no loss of service or benefits, said the NCLT notification

The merger would help Amazon streamline the business operations of the two companies and reduce legal and tax compliance.

The Bengaluru bench of National Company Law Tribunal (NCLT) has approved the merger of Amazon India’s logistics and transport arm Amazon Transportation Services Pvt Ltd (ATSPL) with its marketplace unit Amazon Seller Services Pvt Ltd (ASSPL).

As per the order dated December 15, 2025, ASSPL will issue 38 equity shares for every 10 equity shares held in ATSPL. With this merger, ATSPL will stand dissolved and all its liabilities transferred to ASSPL.

The NCLT bench, comprising Sunil Kumar Aggarwal and Radhakrishna Sreepada, also directed the two companies to submit details on the steps being taken to protect the interests of the transferor company’s employees.

“The petitioner companies shall be bound to comply with the applicable statutory provisions of Singapore and Mauritius for issuance of shares of Transferee Company to the shareholders of Transferor Company,” the NCLT order added.

Post-merger, all ATSPL employees shall be absorbed by ASSPL with no loss of service or benefits, said the NCLT notification. The former handles warehousing, fulfilment centres, transportation, and last-mile delivery in India whereas the latter operates Amazon India’s ecommerce marketplace.

The development comes months after the Amazon board gave nod for this merger. Back then, the ecommerce giant said that the merger would help Amazon streamline the business operations of the two companies and reduce legal and tax compliance.

On the financial front, Amazon Seller Services managed to trim down its loss in FY25 to INR 374.3 Cr, a 90% decline from the INR 3,469.5 Cr loss recorded in the previous fiscal year. Meanwhile, its revenue grew 19% YoY to INR 30,138.6 Cr from INR 25,406 Cr in FY24.

Notably, the marketplace arm is currently facing tax demands worth INR 4,097.8 Cr across India for violations of various taxation laws including GST Act, Income Tax Act among others. Of this, the company is currently contesting tax demands worth INR 4,067 Cr.

Meanwhile, as per the company, its transportation arm managed to reduce the net loss by 57% YoY to INR 33.9 Cr in FY25, while operating revenue grew 8% to INR 5,284 Cr.