Pranav B Prem

The National Company Law Tribunal (NCLT), Chandigarh Bench, has approved the merger of RedBus India Private Limited into MakeMyTrip (India) Private Limited, paving the way for consolidation of the MakeMyTrip group’s key Indian travel and bus ticketing operations under a single entity.

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The order was passed by a Bench comprising Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal, which noted that all statutory requirements had been complied with and that no objections from regulatory authorities were pending.

The Tribunal sanctioned the scheme of amalgamation with January 1, 2026 as the appointed date, accepting the companies’ request to revise the originally proposed date of April 1, 2024. The Bench observed that aligning the appointed date with a fresh financial year would avoid the practical difficulties of repeated restatement of financial accounts after implementation of the scheme.

RedBus India Private Limited operates the widely used “redBus” platform for online and offline bus ticket bookings across India. The company was originally incorporated as PVJ Ecommerce Private Limited, later renamed ibibo Group Private Limited, before adopting its present name. MakeMyTrip (India) Private Limited, on the other hand, runs one of India’s largest online travel platforms, offering services including flight bookings, hotel reservations, rail tickets, holiday packages and allied travel services. Both companies are indirect subsidiaries of MakeMyTrip Limited and operate from the same corporate base at DLF Cyber City, Gurugram.

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The Tribunal recorded that the principal objective of the merger is to consolidate the MakeMyTrip group’s Indian operations, which were hitherto split between RedBus India and MakeMyTrip India. The Boards of Directors of both companies approved the scheme with the aim of simplifying the group structure, unlocking operational and commercial synergies, and facilitating future fund-raising initiatives.

The Bench noted that consolidation of bus ticketing services and broader travel offerings under one operating company is expected to result in smoother operations, cost efficiencies and improved revenue prospects. The scheme also contemplates a reorganisation of MakeMyTrip India’s capital structure, which, according to the Tribunal, would result in a leaner and more efficient balance sheet, thereby enhancing the company’s ability to raise funds through equity or debt from banks, financial institutions or capital markets.

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Under the approved share exchange ratio, MakeMyTrip India will issue 3,333 equity shares of ₹10 each for every 1,00,000 equity shares of ₹10 each held in RedBus India. Upon the scheme coming into effect, all assets, liabilities, employees, contracts, licenses and pending tax proceedings of RedBus India will stand transferred to MakeMyTrip India. Following the filing of the NCLT order with the Registrar of Companies, RedBus India Private Limited shall stand dissolved without winding up, in accordance with the provisions of the Companies Act, 2013.

Appearance

For Petitioner: Senior Advocate Munisha Gandhi with Advocates Salina Chalana, Sanjeev Jain and Soumiljit Singh Gill, Senior Standing Counsel Varun Issar for the Income Tax Department; Advocate Edward Augustine for OL

Cause Title: RedBus India Private Limited with MakeMyTrip (India) Private Limited

Case No: CP (CAA) No. 32/CHD/HRY/2024

Coram: Judicial Member Khetrabasi Biswal, Technical Member Shishir Agarwal