Meesho secures NCLT approval for reverse flip; faces $280-300 million tax outgo in the US

The Bengaluru bench of the National Company Law Tribunal (NCLT) has approved ecommerce marketplace Meesho’s plan to demerge its Indian entities from its US parent – in a step towards shifting its domicile to India, as per an order by the tribunal.

According to people in the know, Meesho is expected to face a tax outgo of around $280-300 million in the US to flip back to India.

ET had first reported last week that Meesho’s reverse flip process was in the end stages as the company finalised plans to file a draft red herring prospectus for its initial public offering (IPO).


“...we conclude that the objections/observations to the scheme received from ROC/RD (Registrar of Companies’ regional director) & income tax department have been adequately explained by the petitioner companies and hence there is no impediment in approval of the scheme,” the NCLT order stated.

Confirming the development, a Meesho spokesperson said that this was a part of its ongoing transition to re-domicile in India.

“With the majority of our operations, including customers, sellers, creators and Valmo partners already based here, this step aligns our corporate structure with our day-to-day business footprint,” the spokesperson said.

Meesho, like fellow Y Combinator-backed startups Groww and Razorpay, was incorporated in the US to simplify access to global capital. However, with the aim of listing on Indian exchanges, these companies have been shifting their registered bases here.

Groww has already filed draft papers with the Securities and Exchange Board of India (Sebi) for a $700 million to $1 billion IPO. Razorpay in May completed its reverse flip process.

Meesho had applied to the NCLT for approval of its reverse merger in January. Meanwhile, it closed a $550 million funding round that saw new investors such as Tiger Global, Mars Growth Capital and Think Investments join its cap table. This transaction, which was largely a secondary deal, valued the company at around $3.9-4 billion, which was a slight discount from its peak valuation of $5 billion.

The company appointed Kotak Mahindra Capital, Citi, JP Morgan, and Morgan Stanley as merchant bankers for its public issue.

The company’s ecommerce rival, Walmart-owned Flipkart, is also working on redomiciling from Singapore to India ahead of a planned IPO in 2026.

Once Meesho files for its IPO, it will join a growing list of new-age startups eyeing a public debut this year. These include edtech company PhysicsWallah, at-home services provider Urban Company, ecommerce logistics startup Shiprocket, wearables brand Boat, and wealthtech platform Groww.

Shiprocket, Boat, and Groww have taken Sebi’s confidential filing route, which lets companies withhold key information — such as recent financials and specifics of the offering — until closer to the listing.

The development was first reported by Moneycontrol.