Flipkart Homecoming: Ecommerce Major Secures Final Approval for Reverse Flip Ahead of IPO

Ecommerce major Flipkart has completed a reverse flip, redomiciling its group structure back to India and making Flipkart Internet Private Ltd the primary holding company, ET reported.

The move is seen as a key step toward the company’s planned initial public offering (IPO) and follows early discussions with merchant bankers about filing a draft prospectus later this year.

According to a company spokesperson, government approval for the restructuring has now been secured, formally concluding the reverse-flip process.

“Flipkart has received Government of India approval for its internal restructuring, pursuant to which Flipkart Internet Private Limited is now the holding entity of the Flipkart group. This completes the redomiciliation of the Flipkart group to India, a significant milestone that reflects our deep and long-term commitment to India,” the spokesperson said.

Flipkart Reverse Flip

As part of the process, several Singapore-based subsidiaries have been merged into the new India-based holding entity.

Businesses that were previously housed under the offshore parent, including logistics, fashion, fintech, travel and healthcare units, have now been folded into the domestic group. Investor stakes that were earlier held through the overseas structure have also been converted into direct shareholdings in the Indian entity.

The restructuring required regulatory clearance because a Chinese investor holds a minority stake in the company. Authorities reviewed the proposal under special cross-border investment rules after judicial approvals were granted earlier this year by the National Company Law Tribunal.

Flipkart IPO

Flipkart has also begun preliminary engagement with advisers to evaluate the timing and structure of a potential domestic IPO. The company has been preparing for a listing for some time, and the restructuring is expected to simplify its corporate structure ahead of the public offering.

In preparation for the IPO, Flipkart has also been engaging with global and domestic banks, including Goldman Sachs, Kotak Mahindra Capital, Morgan Stanley and JPMorgan, to advise on the transaction.

At the same time, the company has undertaken several corporate actions to strengthen its balance sheet. These include pruning non-core investments, divesting certain stakes and implementing cost-cutting measures such as job reductions, while also expanding into newer areas like quick commerce and food delivery.

Start-Ups Reverse Flip Trend

Flipkart’s reverse flip aligns with a broader trend of prominent Indian start-ups relocating their holding structures back to India ahead of domestic listings.

Companies such as Razorpay, Groww, Meesho and Dream11 have undertaken similar restructuring exercises. Flipkart itself has been majority-owned by Walmart since its 2018 acquisition and has raised around $36 billion in funding to date while preparing for a high-profile listing since 2024.

Government approval for the restructuring was required under Press Note 3 norms, which mandate additional scrutiny when investors from neighbouring countries hold stakes in Indian companies.