The National Company Law Tribunal (NCLT) has approved Flipkart’s long-pending proposal to shift its domicile from Singapore to India, clearing a critical regulatory hurdle as the Walmart-owned e-commerce major readies itself for a domestic public listing. The order, passed by the tribunal’s principal bench on December 12, has approved a two-step restructuring that will see Flipkart’s Singapore-based holding entities merged into its Indian arm, Flipkart Internet.
The approval allows the company to proceed with the consolidation of eight overseas entities into the Bengaluru-headquartered firm, effectively unwinding its complex foreign holding structure. As part of the process, Flipkart is now seeking clearance from the government under Press Note 3 norms, sources said, since Chinese technology major Tencent continues to hold around a 5% stake in the company.
What does Press Note 3 mandate?
Introduced in 2020, Press Note 3 mandates prior government approval for investments from countries sharing land borders with India, including China, with the intent of preventing opportunistic or hostile takeovers of Indian companies. While the requirement applies to Flipkart’s restructuring, sources said that the approval is not expected to pose a significant hurdle as Tencent’s investment predates the rule and is classified as a legacy holding. Moreover, the company’s controlling shareholder remains US-based retail giant Walmart, which acquired a 77% stake in Flipkart in 2018 for $16 billion.
With the Tencent-related clearance and other regulatory approvals in place shortly, Flipkart expects to move ahead with its initial public offering by the end of next year, according to people familiar with the matter. The company has been aligning its corporate structure and governance framework to meet Indian listing requirements and tap into the strong domestic capital market environment.
According to court filings, the entities being merged include Flipkart Private Limited, Flipkart Marketplace, FK Myntra Holdings, Flipkart Health and other Singapore-incorporated companies. Once the scheme is implemented, all these businesses will sit directly under Flipkart Internet, bringing ownership and operations firmly within Indian jurisdiction.
What did Flipkart tell the tribunal?
The stated objective of the restructuring is to simplify and unify the group’s holding structure, reduce multiple layers of shareholding and demonstrate a deeper commitment to India. Flipkart has told the tribunal that the move would improve operational efficiency, enable faster decision-making and generate business synergies by eliminating duplicative corporate processes across jurisdictions.
Flipkart Private Limited, incorporated in Singapore in 2011, has historically functioned as the group’s primary holding company, owning 100% stakes in subsidiaries that operate the marketplace, logistics and health verticals. The merger will result in these businesses being fully consolidated into the Indian entity.
Flipkart’s re-domiciling follows a broader trend among new-age companies such as PhonePe, Groww, Razorpay, Meesho and Pine Labs, which have shifted their domiciles back to India.
In FY25, Flipkart India reported a 24% year-on-year widening of net losses to Rs 5,189 crore, even as revenue from operations rose 17% to Rs 82,787 crore. Total expenses increased to Rs 88,121 crore, while losses from associate companies and joint ventures climbed to Rs 172 crore from Rs 54 crore a year earlier.