Zepto gets NCLT approval to shift domicile back to India ahead of 2025 IPO

Quick commerce platform Zepto’s plan to shift its domicile back to India from Singapore has been green lit by the National Company Law Tribunal (NCLT), a move which will simplify the holding structure of the IPO-bound firm, and enable future fund raising from local as well overseas investors.

 

The NCLT gave its nod to Kiranakart Technologies Private Limited -- the Indian entity operating Zepto -- to become the holding company of the quick commerce unicorn. The company was earlier a subsidiary of KiranaKart Pte Ltd in Singapore.

 

Zepto is planning to hit the primary market in the second half of 2025.

 

“The Board of Directors of the Petitioner Company believes that the Scheme is in the best interests of the entity and their respective stakeholders including its shareholders, employees, and creditors,” according to the NCLT order dated January 9.

 

Zepto will not require a no-objection-certificate (NOC) from the Reserve Bank of India, the order read.

 

“In addition to reducing managerial expenditure, the reverse flipping exercise will assist the company in the rationalisation of the group structure by reducing the number of legal entities in order to optimise the legal entity structure to be more aligned with the business objective to achieve more business synergies, assist in faster decision making, ensure significant cost savings, creation of a focused platform for future growth and simplify the holding structure from the perspective of flexibility in enabling future fund raising from Indian as well overseas investors,” the order read.

 

Reverse flipping refers to the process where companies that initially headquartered overseas shift domicile back to their home country. Fintech startups such as Groww and Razorpay, ed-tech unicorn Eruditus, e-commerce firms Meesho and Flipkart, amongst others are in the queue to relocate to India.

 

A host of government measures including amendments to the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2024 have eased the process for foreign holding companies to merge with their wholly owned Indian subsidiaries.

 

As part of its IPO plans, Zepto recently set up a new entity, Zepto Marketplace Private Limited, to simplify its operations. The new entity was registered on October 22, 2024.

 

Zepto’s rivals, Zomato-owned Blinkit and Swiggy-owned Instamart, are already listed entities.