Flipkart gets nod to shift domicile to India ahead of 2026 IPO

Flipkart has received approval from India’s National Company Law Tribunal to move its legal domicile from Singapore to India.

The Bengaluru-based ecommerce firm, majority owned by Walmart, is preparing for an initial public offering in 2026.

In April, the company’s board approved the re-domiciling process.

Flipkart is now seeking approval from the Indian government under Press Note 3 rules, as Chinese tech company Tencent holds a minority stake.

Once the move is complete, Flipkart Internet Pvt Ltd will serve as the main entity for all operations, including Myntra and Ekart.

The company raised US$1 billion in May and narrowed net losses by 37% in FY25.

🧠 Food for thought

Implications, context, and why it matters.

Flipkart faces an unclear PN3 wait due to Tencent’s minority stake 1. Most cases take eight to nine months 1. A few finish in five 1. PN3 files go to the Ministry of Home Affairs for security clearance under the Standard Operating Procedure (SOP) 2.
Since early 2023, officials moved from long silence to active follow-ups with early on-site checks 1. Of 526 PN3 proposals before April 2024, 124 won approval, 201 were rejected, 201 stayed pending or were withdrawn 1.
Approvals often favor heavy manufacturing over financial services or online platforms, and deals without Chinese control usually pass 3. Flipkart’s ecommerce status with a Chinese minority owner could slow its 2026 IPO.

Paytm had 9.85% Chinese ownership, and Swiggy stood at 4.4% as of end fiscal year 2025 (FY25) per Bombay Stock Exchange (BSE) data 4 5. Policybazaar was at 2.12%, and Zomato at 1.95% 4 5. Future capital infusions or transfers that change beneficial ownership may need PN3 clearance.
These firms need advisors for Foreign Direct Investment (FDI) approvals, Employee Stock Ownership Plan (ESOP) and cap table migration (a company’s ownership ledger) 1. Tax planning and compliance support is essential as PN3 tightened since 2020 1.
PN3 gives no clear test for beneficial ownership 2. The Companies Act sets 10% and Prevention of Money Laundering Rules set 25%, so firms seek legal advice for minority Chinese stakes.