NCLT Delhi Approves Flipkart's Plan To Merge Singapore Holding Entities Into Indian Arm

The National Company Law Tribunal (NCLT) at Delhi has approved a major restructuring of Walmart owned e-commerce platform Flipkart, clearing the way for the group to merge its Singapore holding entities into its Indian company and effectively consolidate its corporate domicile in India. A coram comprising Justice Ramalingam Sudhakar and Technical Member Ravindra Chaturvedi, on December 12, 2025, sanctioned a composite scheme of amalgamation under the Companies Act, allowing Flipkart Internet Private Limited to absorb eight Singapore incorporated Flipkart entities through a two stage cross border merger. The tribunal held that the scheme complies with all legal requirements, including India's foreign exchange rules governing cross border mergers, and noted that the restructuring would simplify Flipkart's complex overseas holding structure while demonstrating direct commitment to shareholders in India. Under the scheme, Flipkart said the mergers would reduce multiple layers of shareholding, eliminate duplicate corporate procedures in Singapore, and enable more efficient decision making by centralizing ownership and management in India. The consolidation is also expected to strengthen the group's financial base by pooling managerial and operational resources within the Indian entity. In the first stage, seven Singapore based companies, namely Flipkart Health Private Limited, Quickroutes International Private Limited, Flipkart Marketplace Private Limited, FK Myntra Holdings Private Limited, Flipkart Investments Private Limited, Klick2Shop Logistics Services International Private Limited and Flippay Private Limited, will be merged into Flipkart Internet Private Limited. In the second stage, Flipkart Private Limited, the Singapore incorporated parent company, will be amalgamated into the resulting Indian company. All seven initial transferor companies are wholly owned by Flipkart Private Limited. Flipkart Internet Private Limited, the main Indian operating company, was earlier an indirect subsidiary of the Singapore parent through group entities. The tribunal had earlier dispensed with the need to hold meetings of shareholders and creditors after receiving written consent from all equity shareholders and more than 92 percent of unsecured creditors. The Singapore High Court had already approved the scheme for the transferor companies on November 28, 2025, clearing the overseas leg of the merger. A valuation report prepared by KPMG Valuation Services LLP laid down share exchange ratios for each merger stage, including the swap ratio for the Singapore parent company into the Indian transferee entity. The NCLT made it clear that the scheme does not involve any debt restructuring and directed Flipkart to preserve records for eight years and protect employee interests on terms substantially similar to existing arrangements. It also warned that any breach of undertakings or violation of Indian or international law would render the sanction order ineffective. The approval remains subject to statutory clearances from regulators such as the Competition Commission of India, the Reserve Bank of India and SEBI, where applicable. Case Title: Flipkart Internet Private Limited and Flipkart Health Private Limited and Ors. Case Number: C.P. (CAA) 79/(PB)/2025 with TP (Co. Act.) -15(PB)/2025 & Old. No. CA(CAA)-22(BB)/2025 For Petitioners: Senior Advocate P Nagesh, with Advocates Saurabh Kalia, Suhas P, Anirudh Das, and Aditya Kumar Singh.Click Here To Read/Download Order

NCLT Delhi Approves Flipkart's Plan To Merge Singapore Holding Entities Into Indian Arm

Shivangi Bhardwaj

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