Flipkart receives NCLT nod to move domicile back to India ahead of IPO

Flipkart receives NCLT nod to move domicile back to India ahead of IPO

Walmart-owned e-commerce major Flipkart has received approval from the National Company Law Tribunal (NCLT) to shift its holding company domicile from Singapore back to India, according to people familiar with the matter, marking a crucial step in its preparations for a potential domestic initial public offering.

The nod 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 core operations and business footprint, which are overwhelmingly domestic.

At the time, the company had said the move was part of a broader effort to simplify its structure as it gears up for a public listing, without offering a firm IPO timeline.

With the NCLT approval now in place, Flipkart can proceed with the remaining legal and regulatory steps required to complete the so-called reverse flip — a process that involves transferring ownership of the overseas holding entity to an Indian entity and consolidating the group structure locally.

Flipkart had moved its headquarters to Singapore in 2011, a structure that was common among Indian startups at the time to tap global capital and benefit from regulatory certainty. However, improving depth in Indian capital markets and a stronger push for domestic listings have prompted a growing number of large startups to reverse that decision.

Unlike early-stage startups that have executed relatively straightforward domicile shifts, Flipkart’s move back to India is significantly more involved, given the company’s size and layered ownership structure.

While Walmart controls nearly four-fifths of the company, Flipkart’s shareholder base also includes global strategic and financial investors such as Google, SoftBank, Qatar Investment Authority, Microsoft and Tencent.

The NCLT approval outlines a phased consolidation of the group’s overseas entities. In the first leg, multiple Singapore-incorporated units housing businesses across fashion, logistics and payments will be merged into Flipkart Internet, the Bengaluru-headquartered operating entity. In the subsequent step, the Singapore-based holding company itself will be folded into Flipkart Internet, which will then serve as the group’s principal holding company in India.

Flipkart's domicile shift follows several other firms that moved their home base back to India this year. Earlier this year, Moneycontrol reported that startups such as Meesho, Groww and Razorpay cumulatively paid around $600 million in taxes to flip their domiciles back to India. The tax outgo largely stems from capital gains triggered by the transfer of shareholding from overseas entities to Indian ones, particularly where valuations have risen sharply since incorporation.

Flipkart’s move also follows a similar path taken by PhonePe, another Walmart-owned company, which shifted its domicile to India in 2022, though the payments major had paid a significant $1 billion tax bill to complete the transition.

For Flipkart, the domicile shift comes amid renewed IPO chatter in India’s consumer internet space, as market conditions stabilise and investor appetite for large, scaled platforms improves. The company competes closely with Amazon in India’s e-commerce market and has been sharpening its focus on core categories, efficiency and profitability.