Flipkart gets NCLT approval to shift domicile from Singapore to India ahead of IPO

Walmart-owned ecommerce major Flipkart, which competes with Amazon India, has reportedly received approval from the National Company Law Tribunal (NCLT) to shift its domicile from Singapore to India, clearing a key regulatory hurdle as the company prepares for a domestic initial public offering (IPO).

According to an ET report, the order, which was passed by the NCLT’s principal bench on December 12, approves a two-step restructuring that will merge Flipkart’s Singapore-based holding entities into its Indian arm, Flipkart Internet Pvt Ltd. Once completed, the Bengaluru-headquartered entity will become the primary operating and holding company for the group’s businesses in India.

The re-domiciling is part of Flipkart’s preparations to file draft IPO papers in 2026. The company is also seeking approval from the central government under Press Note 3 norms, as Chinese technology major Tencent continues to hold around a 5–6% stake in Flipkart.

Introduced in 2020, Press Note 3 requires prior government clearance for investments from countries sharing a land border with India. Sources said the approval is not expected to be a major hurdle, as Tencent’s investment is a legacy holding and Flipkart remains majority owned by US-based Walmart.

Walmart acquired a 77% stake in Flipkart in 2018 for $16 billion. Other shareholders include Microsoft, Canada Pension Plan Investment Board and SoftBank. In May 2024, Flipkart closed a $1 billion funding round that included a $350 million investment from Alphabet’s Google, valuing the company at around $35-36 billion.

Under the approved scheme, multiple Singapore-incorporated entities will be subsumed under Flipkart Internet. These include holding companies for fashion etailer Myntra, logistics arm Ekart, online travel platform Cleartrip, fintech platform Super Money and Flipkart Health. The entity that holds Flipkart’s external investments, including stakes in Shadowfax and Wildcraft, will also be merged into the Indian parent.

Until now, these businesses rolled up into the Singapore-based holding company, which housed the group’s investor cap table. Post-restructuring, existing investors will directly hold shares in Flipkart Internet.

Flipkart told the tribunal that the consolidation would simplify its holding structure, reduce multiple layers of shareholding and improve operational efficiency by eliminating duplicative corporate processes across jurisdictions. The company said the move would also enable faster decision-making and generate business synergies, while bringing ownership and operations firmly under Indian jurisdiction.

Flipkart’s board had approved the re-domiciling process in April. The company originally shifted its corporate parent to Singapore in 2011, a route many Indian startups took at the time to access foreign capital under simpler overseas regulations. In recent years, several large new-age companies, including PhonePe, Groww, Razorpay, Meesho, Dream11, Zepto and Pine Labs, have moved their domiciles back to India.

Operationally, Flipkart group entities have reported mixed trends. In FY25, Flipkart Internet posted revenue of Rs 20,493 crore, up 14% year-on-year, while net losses narrowed 37% to Rs 1,494 crore. Losses at Ekart and Cleartrip also narrowed, while Myntra’s profits jumped nearly 18-fold during the year.

Separately, Flipkart India reported revenue from operations of Rs 82,787 crore in FY25, up 17%, even as net losses widened 24% to Rs 5,189 crore amid higher expenses.