Flipkart Clears Key Tribunal Hurdle to Shift Domicile to India

India’s company law tribunal has approved a two-stage merger that will fold Flipkart’s Singapore entities into its Indian arm, as the Walmart-owned ecommerce firm advances a long-anticipated return home.

MIT SMR Editors 2 hours ago

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Walmart Inc.-owned Flipkart has secured approval from India’s company law tribunal to merge a group of Singapore-incorporated entities into its Indian operating company, a key legal step in the ecommerce firm’s effort to shift its corporate domicile to India ahead of a potential stock market listing.

The National Company Law Tribunal’s (NCLT’s) principal bench in New Delhi has sanctioned a merger-and-amalgamation scheme under which seven Singapore-incorporated group companies will be folded into Flipkart Internet Pvt. Ltd in the first stage of the restructuring, according to the tribunal order.

The scheme also provides for the subsequent amalgamation of Flipkart’s Singapore holding company into the Indian entity.

The consolidation is expected to bring core businesses, including fashion platform Myntra and logistics arm Ekart, under a single India-based corporate structure, subject to remaining statutory and overseas approvals.

The process, often referred to as a “reverse flip”, involves companies that earlier incorporated overseas bringing their holding structures back to India. Many Indian internet firms set up parent entities in jurisdictions such as Singapore during earlier funding cycles to raise foreign capital and manage cross-border operations. As domestic capital markets have deepened, several of these firms are now simplifying their structures and relocating ownership back onshore.

Walmart-owned PhonePe completed a similar domicile shift to India earlier, underscoring the broader trend among large internet firms with overseas holding structures.

The tribunal order makes clear that the restructuring is conditional. The scheme will take effect only after approvals are obtained from relevant Indian regulators, including the Reserve Bank of India and the Competition Commission of India, and after completion of the remaining legal steps in Singapore.

Separately, Flipkart has sought prior government approval under India’s Press Note 3 foreign investment rules in connection with the restructuring, The Economic Times reported, citing people aware of the development.

The Press Note 3 clearance is being sought because Chinese technology group Tencent is among Flipkart’s shareholders.

Tencent is estimated by The Economic Times to hold about a 5–6% stake in Flipkart. Flipkart has not publicly disclosed the current size of the holding in recent filings.

Press Note 3, introduced in April 2020, requires prior government approval for investments or ownership transfers involving investors from countries that share a land border with India. The rule was brought in during the Covid-19 pandemic to prevent opportunistic takeovers of Indian companies and now applies to both new investments and certain changes in ownership structures. The requirement was later folded into India’s foreign investment rules and continues to apply even outside pandemic conditions.

Press Note 3’s applicability depends on whether the restructuring involves a transaction such as a share issuance, acquisition, or change in beneficial ownership that falls within the rule’s scope.

Companies often seek clearance in advance to avoid regulatory uncertainty later in the process.

The domicile shift has been closely watched because it is widely seen as a precursor to an initial public offering filing in India for companies that previously parked holding structures overseas. Simplifying ownership and aligning the corporate base with the primary market of operations is typically a preparatory step before filing draft listing documents.

Flipkart has long been expected to pursue a public listing once its group structure is streamlined and regulatory approvals are in place, with advisers increasingly viewing India as the natural venue given where the company’s revenues, customers, and regulatory exposure are concentrated.

The tribunal approval also comes as Flipkart shows signs of improving financial performance in its core Indian business. Flipkart Internet reported revenue of about ₹20,493 crore in FY25, while net losses narrowed to about ₹1,494 crore, according to filings with the Registrar of Companies.