NCLT permits Flipkart restructuring, clearing path for initial public offering

The National Company Law Tribunal (NCLT) has approved the merger of eight Flipkart entities, taking the e-commerce major a step closer to obtaining an Indian domicile ahead of its potential public listing. The tribunal has sanctioned the Scheme of Amalgamation involving eight Singapore-incorporated transferor companies merging into Flipkart Internet Private Limited, the Bengaluru-based operational arm. Flipkart will now require approval from the Singapore court before the matter is taken up by the Registrar of Companies (RoC).

According to sources, this approval is also contingent on clearance under Press Note 3, which mandates Government approval for investments originating from countries sharing a land border with India. This major corporate restructuring, detailed in a 66-page order, marks a significant milestone for the Walmart-owned group and moves it closer to launching a long-anticipated initial public offering (IPO) in India.

The eight Singapore-based companies — Flipkart Health Private Limited, Quickroutes International Private Limited, Flipkart Marketplace Private Limited, FK Myntra Holdings Private Limited, Flipkart Investments Private Limited, Klick2Shop Logistics Services International Private Limited, Flippay Private Limited and Flipkart Private Limited — will merge their entire businesses and shareholdings into Flipkart Internet Private Limited.

“The Scheme will result in simplifying and unifying the holding structure of the Group, with reduction of shareholding tiers and also demonstrate the direct commitment to, and engagement of, shareholders in India,” NCLT said in the order. For an IPO, investors typically prefer dealing with a single, clearly structured entity. Like many global firms, Flipkart previously operated through multiple overseas holding companies to manage investments and subsidiaries.

By consolidating its foreign assets and liabilities under the Indian operating company, Flipkart simplifies valuation and compliance processes, making itself more attractive to public investors and regulators such as the Securities and Exchange Board of India (SEBI). “The NCLT’s approval for merging Flipkart’s Singapore entities into its Indian structure is a classic ‘reverse flip’ aligning its legal home with its operational base and significantly simplifying the group ahead of an India IPO.

“With everything consolidated under an Indian parent, Flipkart is now better placed to file domestic IPO papers and access India’s deep, fast-maturing public markets. This is the same path taken by companies like Groww and Meesho, and one that many other startups are now actively pursuing as they shift back to India,” Akhoury Winnie Shekhar, Partner at CMS INDUSLAW, said. Emails sent to Flipkart did not elicit a response.