Flipkart Gets Tribunal's Approval To Shift Base Back To India Before IPO
Flipkart’s domicile shift is more complex than similar moves by early-stage startups, given the company’s scale and layered ownership structure.
- Flipkart gets NCLT approval to shift holding company domicile to India.
- Relocation simplifies structure for potential domestic initial public offering.
- Consolidation involves merging Singapore entities into Bengaluru-based Flipkart Internet.
Walmart-owned e-commerce major Flipkart has received approval from the National Company Law Tribunal (NCLT) to move its holding company domicile from Singapore back to India, according to people familiar with the matter. The decision marks a significant milestone in the company’s preparations for a potential domestic initial public offering.
The approval follows Flipkart’s disclosure earlier this year that it was working towards relocating its legal base to India to better align its corporate structure with its largely domestic operations and business footprint.
At the time, the company said the move was aimed at simplifying its structure as it prepares for a public listing, without committing to a specific IPO timeline.
What the NCLT approval enables
With the tribunal’s clearance in place, Flipkart can now proceed with the remaining legal and regulatory steps needed to complete its so-called “reverse flip”. The process involves transferring ownership of the overseas holding entity to an Indian entity and consolidating the group structure locally.
Why Flipkart is returning to India
Flipkart had shifted its headquarters to Singapore in 2011, a common approach among Indian startups at the time to access global capital and operate within a stable regulatory environment. However, the growing depth of Indian capital markets and a stronger policy push for domestic listings have encouraged several large startups to reverse those decisions.
A complex restructuring exercise
Flipkart’s domicile shift is more complex than similar moves by early-stage startups, given the company’s scale and layered ownership structure.
While Walmart controls nearly four-fifths of the company, Flipkart’s investor base also includes global strategic and financial backers such as Google, SoftBank, Qatar Investment Authority, Microsoft and Tencent.
Under the NCLT-approved plan, the consolidation will take place in phases. In the first stage, multiple Singapore-incorporated entities housing businesses across fashion, logistics and payments will be merged into Flipkart Internet, the Bengaluru-headquartered operating company. In the next step, the Singapore-based holding company itself will be folded into Flipkart Internet, which will then function as the group’s principal holding entity in India.
Part of a broader trend
Flipkart’s move follows similar domicile shifts by other Indian startups this year. Earlier, Moneycontrol reported that companies such as Meesho, Groww and Razorpay collectively paid around $600 million in taxes to relocate their domiciles to India. The tax burden largely arises from capital gains triggered by transferring shareholdings from overseas entities to Indian ones, particularly where valuations have increased significantly since incorporation.
Precedent within the Walmart group
The move also mirrors the path taken by PhonePe, another Walmart-owned firm, which shifted its domicile to India in 2022 after paying a tax bill of about $1 billion to complete the transition.
Implications for Flipkart’s IPO plans
The domicile shift comes amid renewed IPO activity in India’s consumer internet sector, as market conditions stabilise and investor appetite for large, scaled digital platforms improves. Flipkart continues to compete closely with Amazon in India’s e-commerce market and has been sharpening its focus on core categories, operational efficiency and profitability as it prepares for its next phase of growth.
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