NCLT approval allows Amazon to fold its India logistics arm into its core marketplace entity amid tighter regulatory scrutiny
National Company Law Tribunal (NCLT) has approved the merger of Amazon Transportation Services (ATSPL) with Amazon Seller Services or ASSPL, allowing the US ecommerce company to integrate its logistics arm with its core marketplace entity in the country, according to media reports.
Under the tribunal-sanctioned scheme, ATSPL shareholders will receive 38 equity shares of ASSPL for every 10 fully paid-up shares they hold. Following the merger, ATSPL will be dissolved without winding up, and all its assets, liabilities and pending legal proceedings will vest in ASSPL.
The companies said the merger would combine complementary operations into a single entity, creating synergies and operational efficiencies that they said would enhance shareholder value.
The move comes as Amazon seeks to simplify its corporate structure in India amid tighter regulatory scrutiny, slowing growth in the ecommerce sector and intensifying competition from quick-commerce platforms offering rapid deliveries.
Amazon did not respond to queries emailed before publication.
Earlier this month, the company said it would invest USD 30 billion in India by 2030 to expand its operations and scale up its fulfilment and delivery network, which also supports related industries such as packaging, manufacturing and transportation services.
The NCLT’s approval follows increased oversight of foreign-owned online marketplaces over issues including platform neutrality and alleged preferential treatment of certain sellers.
Industry executives say the merger enables Amazon to retain close control over its fulfilment and delivery experience while complying with India’s foreign direct investment rules, which prohibit marketplace operators from owning inventory. The consolidation also reflects a broader trend among Indian ecommerce firms, with rivals such as Flipkart’s Ekart Logistics and Meesho’s Valmo strengthening in-house logistics operations.
Both ATSPL and ASSPL are majority-owned by Amazon Corporate Holdings.
ATSPL was established in 2013 as Amazon’s captive logistics arm and derives more than 95 per cent of its revenue from the marketplace. In 2023, it began offering logistics services to third-party clients.
In its order, the Bengaluru bench of the tribunal noted that both entities were loss-making at present. However, ASSPL, the transferee company, reported a turnover of more than Rs 25,406 crore in the financial year ended March 2024, while ATSPL posted operating revenue of Rs 4,889 crore.
The division bench comprising judicial member Sunil Kumar Aggarwal and technical member Radhakrishna Sreepada said the approval should not be interpreted as an exemption from payment of stamp duty, taxes or other statutory charges, nor as a waiver of any regulatory permissions or compliances required under law.
The tribunal also noted that shareholders of both the transferor and transferee companies are incorporated under the laws of Singapore and Mauritius, and said ASSPL would need to comply with relevant regulations in those jurisdictions as well.
