Case Details
- Case Title: In Re: Flipkart Internet Private Limited and Others
- Tribunal: National Company Law Tribunal (NCLT), Principal Bench, New Delhi
- Coram: Justice Ramalingam Sudhakar (Judicial Member) and Ravindra Chaturvedi (Technical Member)
- Order Date: 12 December 2025
- Case Type: Composite Scheme of Amalgamation (Cross-Border Merger)
- Statutory Provisions: Sections 230–232, Companies Act, 2013
Facts of the Case
Flipkart Internet Private Limited, the Indian operating company of the Walmart-owned Flipkart Group, filed an application before the NCLT seeking approval of a Composite Scheme of Amalgamation to shift its legal domicile from Singapore to India. The scheme proposed a two-stage cross-border merger whereby eight Singapore-incorporated entities—namely Flipkart Private Limited (parent company), Flipkart Marketplace, Myntra Holdings, Ekart Logistics, Cleartrip, Super Money, Flipkart Health, and QuickRoutes International—would be amalgamated into Flipkart Internet Private Limited.
The principal objective of the scheme was to simplify Flipkart’s complex overseas holding structure, which had evolved during its early funding stages, and align the corporate domicile with its core operations in India. The restructuring was also undertaken in preparation for Flipkart’s proposed initial public offering on Indian stock exchanges in 2026. The company submitted that consolidation would reduce multiple shareholding layers, eliminate duplicate compliance requirements in Singapore, and improve operational efficiency and transparency.
Prior to approaching the NCLT, Flipkart obtained board approvals in April 2025 and sanction from the Singapore High Court on 28 November 2025 for the outbound leg of the merger. Written consents were received from all equity shareholders and more than 92% of unsecured creditors, leading the Tribunal to dispense with the requirement of convening meetings. The share exchange ratios were supported by an independent valuation report prepared by KPMG Valuation Services LLP.
Given the cross-border nature of the merger, compliance with the Foreign Exchange Management Act (FEMA) was required. Further, since Chinese investor Tencent held approximately 5–6% stake in Flipkart, the scheme was made subject to prior government approval under Press Note 3 (2020) governing investments from countries sharing land borders with India.