E-commerce platform Meesho has secured approval from the National Company Law Tribunal (NCLT) to proceed with its demerger from its U.S.-incorporated holding entity, marking a key milestone in its plan to shift corporate headquarters back to India.
The Bengaluru-based unicorn, which was originally incorporated in Delaware in 2016, followed a strategy common among Y Combinator-backed Indian startups seeking global capital access. However, as domestic capital markets mature, several firms are now shifting their domicile to India to align with local listing ambitions.
According to the tribunal’s ruling, “The objections/observations to the scheme received from [the Registrar of Companies/Regional Director] and Income Tax Department have been adequately explained by the petitioner companies and hence there is no impediment in approval of the scheme.”
This approval clears the path for Meesho to merge its near-defunct U.S. parent entity into its Indian operations—finalizing the second step in its reverse flip. Upon completion, the startup will be fully domiciled in India, enabling it to move ahead with its proposed Diwali-season initial public offering (IPO).
“With the majority of our operations, including customers, sellers, creators and Valmo partners already based here, this step aligns our corporate structure with our day-to-day business footprint,” a Meesho spokesperson said.
The relocation process, however, is expected to come with significant costs. Meesho may incur a tax liability of up to $300 million payable to U.S. authorities—one of the largest tax payouts for a startup re-domiciling, second only to PhonePe’s estimated $1 billion bill during its own reverse flip from Singapore in 2023.
Meesho now joins a growing list of Indian startups—including Razorpay, Groww, PhonePe, and Zepto—that have chosen to shift their domicile to India. The move underscores growing confidence in Indian capital markets and a broader push by regulators and investors for local incorporation of companies with predominantly Indian operations.
As part of its IPO preparations, Meesho has already restructured itself into a public limited company and recently concluded a $550 million funding round, bringing on board investors such as Tiger Global, Mars Growth Capital, and Think Investments. The round, which was largely secondary in nature, valued the company at around $3.9 billion, slightly down from its earlier peak valuation of $5 billion.
The company is reportedly looking to raise up to $1 billion through the IPO, targeting a valuation in the range of $10 billion. Lead bankers for the offering include Kotak Mahindra Capital, Citi, JP Morgan, and Morgan Stanley.
Meesho is expected to file its Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI) in the coming weeks, potentially opting for the regulator’s confidential filing route—a path now increasingly favored by Indian startups eyeing public listings.
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