Flipkart Gets NCLT Nod to Re-Domicile from Singapore to India Ahead of IPO

Walmart-owned Flipkart has secured approval from the National Company Law Tribunal (NCLT) to shift its legal domicile from Singapore back to India, ET reported. This comes as the Bengaluru-based e-commerce group moves closer to filing draft IPO papers in 2026.

The tribunal’s clearance allows Flipkart to proceed with the remaining legal and regulatory steps required to make the Indian parent entity, Flipkart Internet Pvt Ltd, the primary holding company for its marketplace operations and subsidiaries.

Why Approval Matters?

Although the NCLT order clears the way for the structural change, Flipkart will still need formal approval from the central government under Press Note 3, as Chinese investor Tencent holds roughly a 5–6% stake in the group.

Flipkart’s majority ownership by US retail giant Walmart should limit the complexity of this approval, but it remains a material regulatory step. Once the process is completed, key operations and assets, including fashion platform Myntra, logistics arm Ekart and other group businesses, will be housed under the Indian entity.

Flipkart’s management has already approved the re-domiciliation plan, with the board signalling its support earlier this year and initiating preparatory steps to consolidate the group structure. Executives are understood to be targeting the submission of draft red herring prospectus papers for an IPO in 2026.

Listing at Home

The move reflects a wider trend among large Indian tech firms that earlier incorporated overseas and are now bringing headquarters and shareholding structures home to access deeper domestic capital markets and simplify regulatory compliance ahead of public listings.

Flipkart’s management has cited benefits such as closer alignment with Indian investors, regulatory clarity and simpler governance as drivers of the decision.

Flipkart Financials

Flipkart has been trimming losses and sharpening its focus on profitable growth. In FY25, Flipkart Internet reported revenue of ₹20,493 crore, up 14% year-on-year, while net losses narrowed about 37% to ₹1,494 crore. The group closed a $1 billion funding round in mid-2024 that included a $350 million investment from Google at a valuation in the mid-$30 billion range, and it has added senior hires to its board, including former Meta executive Dan Neary, as it prepares for public markets. Myntra, Flipkart’s fashion arm, posted a sharp turnaround in FY25, reporting a near-18-fold jump in profit.

A reverse flip can trigger significant tax liabilities, chiefly capital-gains taxes when shareholdings move from overseas vehicles to an Indian parent. Earlier domicile reversions by other startups, including Meesho, Groww and Razorpay, resulted in substantial tax outgoes; analysts say Flipkart’s potential bill could be material given its scale and valuation, and the company will weigh near-term tax costs against long-term advantages of a domestic listing.