Flipkart Gets NCLT Approval to Shift Domicile to India Ahead of IPO

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Flipkart, one of India’s largest and most influential e-commerce companies, has received approval from the National Company Law Tribunal (NCLT) to shift its corporate domicile from Singapore back to India. This development marks a major step in the Walmart-owned company’s long-term plan to go public and aligns its legal structure more closely with its core operations and market presence in India.

The approval allows Flipkart to carry out a complex restructuring exercise that will consolidate its overseas holding entities into its Indian operating company, Flipkart Internet Private Limited, which is headquartered in Bengaluru. Once the process is completed, the Indian entity will become the main holding company for all key businesses under the Flipkart Group, including Myntra, Ekart, Cleartrip, its fintech ventures, and other emerging verticals.

This move is widely seen as a strategic decision aimed at smoothing the path for an initial public offering, which is expected in the coming years. By becoming an India-domiciled company, Flipkart will be better positioned to list on domestic stock exchanges and attract Indian institutional as well as retail investors.

Why Flipkart Is Moving Its Base Back to India

Flipkart had shifted its holding structure to Singapore more than a decade ago, a time when many Indian startups chose overseas domiciles to gain easier access to global capital and benefit from simpler regulatory frameworks. However, the Indian startup and capital market ecosystem has evolved significantly since then.

India now offers deeper capital pools, stronger investor participation, and a more mature regulatory environment for technology-led companies. By moving its domicile back home, Flipkart can simplify its corporate governance, reduce structural complexity, and improve regulatory alignment with Indian authorities, including the Securities and Exchange Board of India.

The domicile shift also reflects Flipkart’s confidence in India’s public markets and its long-term commitment to the country, where it derives the majority of its revenue and user base.

Regulatory Clearances and Ownership Structure

As part of the restructuring, Flipkart is also required to obtain approvals under India’s foreign investment rules. One such requirement relates to Press Note 3, which governs investments from countries sharing land borders with India. This is relevant due to a minority stake held by a Chinese investor in Flipkart.

However, industry observers believe this is unlikely to pose a significant hurdle, as the stake is relatively small and predates the current regulatory framework. Walmart continues to remain the majority shareholder and retains management control over the company.

Once all regulatory approvals are in place, the restructuring will pave the way for Flipkart to move closer to its IPO roadmap.

Impact on India’s Startup and IPO Landscape

Flipkart’s decision to re-domicile in India comes at a time when several prominent startups are taking similar steps. Companies across fintech, SaaS, and e-commerce sectors are increasingly choosing to shift their headquarters back to India ahead of public listings.

This trend is expected to strengthen India’s startup ecosystem by increasing the number of large, homegrown companies listed on domestic exchanges. A Flipkart IPO, whenever it happens, is likely to be one of the biggest technology listings in India and could serve as a benchmark for future startup public offerings.

While Flipkart has not yet announced a firm IPO timeline, the NCLT approval is a crucial milestone. It signals steady progress and reinforces the company’s intent to build a simplified, India-centric structure that supports long-term growth and public market readiness.

Overall, Flipkart’s move highlights growing confidence in India’s economic outlook, regulatory stability, and capital markets, positioning the country as a preferred destination for major startup listings in the years ahead.