Exclusive: IPO-bound Flipkart completes reverse flip; shifts domicile from Singapore to India
Flipkart has completed its reverse flip, moving its domicile from Singapore back to India after receiving approvals, including from the NCLT and the central government under Press Note 3 rules. The move clears the way for the Walmart-owned ecommer...
Ecommerce marketplace Flipkart has completed its reverse flip, shifting its domicile back to India from Singapore, people aware of the matter said. The Walmart-owned company had received a nod from the National Company Law Tribunal (NCLT) in December but was awaiting central government approval per Press Note 3 rules, ET had reported earlier.
This clears the way for the online retailer to officially go ahead with its plans to list in India, for which it has started meeting merchant bankers. Flipkart is aiming to file its draft prospectus later this year.
Founded in Bengaluru by Sachin and Binny Bansal, the ecommerce company moved its holding structure to Singapore in 2011. At the time, several Indian startups adopted similar structures to tap global capital more easily under simpler regulatory regimes in markets such as Singapore and the US.
Over the past few years, companies including Razorpay, Groww, Meesho, and Dream11 have shifted their domiciles back to India.
Per the new structure, several Singapore-based entities — including the parent company — will be merged into Flipkart Internet Private Limited. These include the holding companies for the logistics arm Ekart, fashion retailer Myntra, fintech platform Super.money, online travel agency Cleartrip, and Flipkart Health.
Until now, these businesses rolled up into the Singapore-based parent, whose cap table included all of Flipkart’s investors, including Walmart. Following the restructuring, these investors will instead hold stake directly in Flipkart Internet.
Because Chinese internet major Tencent owns roughly 5-6% stake in Flipkart, the company required clearance from the central government to fold the Singapore parent into the Indian entity.
Under the Press Note 3 norms introduced in 2020, investments from countries sharing a land border with India require government approval. In May 2018, Walmart acquired 77% stake in Flipkart in a $16-billion deal. Other investors include Microsoft, Canada Pension Plan Investment Board, and SoftBank.
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With the Press Note 3 clearance in place, Flipkart has now secured all necessary regulatory approvals.
Responding to queries by ET, a Flipkart spokesperson said, “Flipkart has received government approval for its internal restructuring, pursuant to which Flipkart Internet Private Limited is now the holding entity of the Flipkart group. This completes the redomiciliation of the Flipkart group to India, a significant milestone that reflects our deep and long-term commitment to India”.
