The online retail company, which is planning to file the draft papers for its initial public offering in 2026, has also sought an approval from the central government under the Press Note 3 rules. “Chinese investor Tencent holds a 5-6% stake in Flipkart…which is why the e-commerce firm needs a nod from the government to bring in its Singapore parent under the fold of the Indian entity. However, since Flipkart is majority owned by its US parent, it is unlikely to be a major hurdle,” one of the persons said, adding that the nod from the Singapore court was received a few weeks ago.
Under the Press Note 3 rules, which were implemented in 2020, any foreign investment coming into a domestic company from a country that shares a land border with India needs to be cleared by the government. In May 2018, Walmart acquired 77% stake in Flipkart for $16 billion. The etailer’s other shareholders include Microsoft, Canada Pension Plan Investment Board and SoftBank.
ETtechOnce the flipback process is completed, Bengaluru-based Flipkart Internet Pvt Ltd will become the primary entity that will house all its operations and subsidiaries including fashion e-tailer Myntra, logistics firm Ekart and others.
Flipkart did not respond to ET’s queries.
Flipkart’s board of directors had approved the re-domiciling process in April this year. In May 2024, ET had reported that Flipkart closed a $1 billion funding round, which included a $350 million investment from Alphabet’s Google at a valuation of about $35-36 billion.
Ahead of its IPO plans, Flipkart appointed former senior Meta executive Dan Neary to its board of directors.
Flipkart’s IPO will mark the second public offering from Walmart’s India stable after payments company PhonePe, which filed draft papers under Sebi’s confidential route in September for a $1.5-billion issue.
Also Read: Reverse flipping by Indian startups gathers steam: Here’s all you need to know
Flipkart group entities have narrowed losses as they cut back on expenses, although revenue growth has been muted amid a wider slowdown in overall online retail. Financial statements of the Flipkart group entities showed that losses for Flipkart Internet, its in-house logistics arm Ekart, and online travel portal Cleartrip narrowed 2-36% on-year. Myntra, the Flipkart-owned fashion and beauty etailer, saw its profits jump almost 18-fold during FY25.
At Rs 20,493 crore, Flipkart Internet posted a 14% increase in revenue in 2024-25, while net losses fell 37% to Rs 1,494 crore.
Flipkart’s IPO will follow the listing of its younger ecommerce rival Meesho, which went public on December 10.
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ETtechReverse flip
Flipkart’s reverse flip will follow a route taken by companies such as Zepto and Pine Labs earlier, which were also headquartered in Singapore.
The ecommerce company, founded in Bengaluru by Sachin and Binny Bansal, had shifted its corporate parent to Singapore in 2011 — in a move that several Indian startups had made at the time to access foreign capital amid simpler rules in countries such as Singapore and the US. Over the last few years, Startups such as Razorpay, Groww, Meesho, and Dream11 have also shifted their bases to India from the US.
Per the new structure which will be in effect post the necessary regulatory approvals, multiple Singapore-based entities, including the parent company, will be subsumed under Flipkart Internet. This includes the holding companies for logistics firm Ekart, fashion etailer Myntra, fintech platform Super Money, online travel agency Cleartrip, and Flipkart Health.
The entity which holds Flipkart’s external investments, such as those made in Shadowfax, Wildcraft, and others, will also be merged with the Bengaluru-based parent.
Until now, all these entities rolled up into the Singapore-based parent — whose cap table included all of Flipkart’s investors, including Walmart. These investors will now hold stake in Flipkart Internet once the process closes.
In PhonePe’s case, the restructuring involved an additional step. In 2016, Flipkart had acquired PhonePe, founded by former Flipkart executives Sameer Nigam and Rahul Chari. Before PhonePe re-domiciled to India in 2022, the existing shareholders of Flipkart and PhonePe’s Singapore-based parent entities bought shares directly in PhonePe India, which had been spun off, bringing to a close a three-year old process that began in 2019.
PhonePe, which was among the first large new-age players to flip back, had paid Rs 8,000 crore in local taxes to shift its base to India.