Yatra Online Gets NCLT Nod for Amalgamation of Six Subsidiaries

Yatra Online Limited announced on July 11, 2025, that the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, has allowed the Second Motion Petition for a Composite Scheme of Amalgamation. This significant corporate action, approved via an NCLT order dated July 10, 2025, involves the amalgamation of six of its subsidiaries into the parent company, Yatra Online Limited.

Amalgamation Details

The NCLT's order, pronounced on July 10, 2025, marks a crucial step in the corporate restructuring of Yatra Online Limited. The Composite Scheme of Amalgamation was filed under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. This scheme encompasses the merger of six distinct entities, referred to as "Amalgamating Companies," into Yatra Online Limited, the "Amalgamated Company."

The Amalgamating Companies include Yatra TG Stays Private Limited, Yatra Hotel Solutions Private Limited, Yatra For Business Private Limited, Yatra Corporate Hotel Solutions Private Limited, Travel.Co.In Private Limited, and Yatra Online Freight Services Private Limited. These entities, along with Yatra Online Limited, and their respective shareholders and creditors, are part of this comprehensive scheme. The NCLT's approval of the Second Motion Petition follows a previous order on February 7, 2025, in C.A.(CAA)/219(MB)2024, where the meetings of shareholders and creditors were dispensed with.

Regulatory Process and Timeline

As part of the NCLT's directive, the Amalgamating Companies and the Amalgamated Company are required to issue notices to various statutory authorities. This is in accordance with Section 230(5) of the Companies Act, 2013, read with Rule 8 and Rule 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The specified authorities include the Central Government, the Income-Tax Authorities, the Reserve Bank of India, the Securities and Exchange Board (SEBI), the Registrar of Companies, the respective stock exchanges (National Stock Exchange of India Limited and BSE Limited), the Official Liquidator, and the Competition Commission of India. Additionally, notices are to be sent to any other sectoral regulators or authorities that are likely to be affected by the compromise or arrangement.

These authorities are directed to submit their representations, if any, within a period of thirty days from the date of receipt of such notice. The NCLT order explicitly states that failing to provide representations within this 30-day period will lead to the presumption that they have no representations to make on the proposed scheme. The company is required to serve these notices by all modes and file an affidavit evidencing proof of service within seven days. Furthermore, the Petitioner(s) are directed to take steps for service of notice in Form CAA-3 to the Central Government through the Ministry of Corporate Affairs, the Jurisdictional Regional Director(s), the concerned RoC, the concerned Official Liquidator, and the concerned Income Tax Authorities via their respective email addresses. Notice is also directed to be published in two prominent daily newspapers, namely Navshakti (in Marathi) and Business Standard (in English), in terms of Rule 7 of the Companies (Companies Arrangements and Amalgamation) Rules, 2016, with an affidavit evidencing proof of publication to be filed.

The matter is now listed for further proceedings on August 13, 2025. This upcoming hearing will address any representations received from the statutory authorities and move the amalgamation process forward.

Shareholder and Market Impact

While the immediate financial impact is not detailed in the announcement, the amalgamation is a strategic move to consolidate the operations and assets of the six subsidiaries under the single umbrella of Yatra Online Limited. This typically aims to streamline corporate structure, enhance operational efficiencies, and potentially unlock synergies across the various business segments represented by the amalgamating entities, which span across stays, hotel solutions, business travel, corporate hotel solutions, travel services, and freight services. For shareholders of Yatra Online Limited, this consolidation simplifies the corporate structure and brings the assets and liabilities of these subsidiaries directly onto the parent company's books. The successful completion of such a scheme can lead to improved governance and a more unified business strategy. The company has ensured compliance by providing this intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, keeping the stock exchanges and investors informed of this significant corporate development.