Flipkart’s NCLT clearance to shift its domicile from Singapore back to India is the key regulatory step it needed before filing for an India‑listed IPO that’s currently targeted for 2026.
Reverse flip and IPO preparation
- NCLT & Singapore court approvals: Flipkart has now secured the National Company Law Tribunal’s nod in India and an in‑principle approval from a Singapore court to relocate its holding company from Singapore to India.
- Press Note 3 approval: Because Tencent owns ~5–6% of Flipkart, the company needs clearance from the central government under Press Note 3, which requires government sign‑off for investments linked to countries sharing a land border with India. Insiders expect this to be a procedural step since Walmart is the majority US owner.
- Why the move matters: Current rules don’t allow a dual‑listed structure; a domestic IPO effectively requires the parent entity to be India‑domiciled. Flipkart’s board approved the reverse flip in April 2025, calling it a “natural evolution” that aligns corporate structure with an India‑centric business.
- IPO timeline & size: It is working to complete redomiciling by late 2025 and is expected to file a draft red herring prospectus in 2026. With past private valuations around $35–38 billion, the IPO is widely tipped to be one of India’s largest ever, potentially surpassing previous record listings.
Flipkart’s recent financials
Flipkart runs several entities; the most tracked are Flipkart Internet (marketplace arm) and Flipkart India (wholesale/retail arm).
- Flipkart Internet (marketplace):
- FY25 operating revenue: ₹20,493 crore, up ~14% YoY.
- Net loss: ₹1,494 crore, a 37% improvement from ₹2,359 crore in FY24; EBITDA losses narrowed sharply as higher‑margin marketplace and advertising revenue scaled.
- Ad and marketplace fees contributed over two‑thirds of operating revenue in FY25, up from about half a year earlier.
- Costs grew only ~8% (to ₹22,311 crore), with employee expenses actually falling and logistics expenses growing slower than revenue.
- Flipkart India (wholesale):
- FY25 revenue from operations: ₹82,787 crore, up 17.3% YoY from ₹70,542 crore.
- Net loss: ₹5,189 crore, wider than ₹4,248 crore in FY24 as product purchase costs and finance expenses increased.
- Purchases of stock‑in‑trade rose to ₹87,738 crore, reflecting continued GMV growth across core ecommerce and grocery.
- Internal funding: Walmart has kept pumping capital into the group. Flipkart Internet alone raised ₹2,225 crore in May 2025, after earlier infusions of ₹3,250 crore in April 2025, ₹1,421 crore in April 2024 and ₹950 crore in March 2024 from its Singapore parent.
Overall, the marketplace arm is moving towards profitability, while the wholesale business remains loss‑making but underpins GMV and scale.
Strategic milestones ahead of IPO
- Structural clean‑up: Flipkart is simplifying a complex structure that spans marketplace, wholesale, quick commerce and fintech (Cleartrip, Myntra, Shopsy, grocery, etc.), which has been one reason the IPO process has taken time.
- Reverse‑flip trend: Its move mirrors peers like PhonePe, Razorpay and Zepto that have or are redomiciling to India to tap local capital markets.
- Focus on higher‑margin lines: Revenue share from advertising and marketplace fees is rising, and logistics is being optimised, which is crucial for public‑market investors who want a clearer path to sustainable profits.
These steps are effectively it’s “IPO grooming” phase: align domicile, tidy structure, improve margins, and show steady revenue growth.
Quick note on Meesho’s IPO as a comparator
Flipkart’s redomiciling and upcoming IPO are happening just as Meesho, once viewed as an underdog, has pulled off a blockbuster listing:
- Meesho’s ₹5,421‑crore IPO was subscribed ~79x, with QIB demand above 120x.
- It listed at about a 46% premium to its ₹111 issue price, opening at ₹162.5 on NSE and reaching a market cap above ₹72,000 crore on debut.
- Meesho runs an asset‑light, zero‑commission marketplace focused on value‑conscious Tier‑2/3 buyers and small sellers, contrasting with Flipkart’s broader, more brand‑heavy, commission‑driven model.
For public investors, Meesho’s early success sets a positive benchmark for Indian ecommerce listings, but Flipkart will be judged on a different scale: larger GMV, broader categories, deeper losses in wholesale, and a more mature advertising and fintech flywheel.
