Ecommerce platform Meesho has completed its redomiciliation to India and is preparing to file its draft red herring prospectus (DRHP) within the next two to three weeks.

The National Company Law Tribunal (NCLT) approved Meesho’s relocation of its headquarters from Delaware, US, to India.

This involved the demerger of Meesho Inc and its merger with the Indian entity.

As part of the transition, Meesho is expected to pay US$288 million in taxes to the US government. It is one of the largest tax payments by an Indian startup formerly based in the US.

Meesho has also been making structural changes ahead of its public listing, including a name change to “Meesho Private Limited” and the issuance of 411.4 crore bonus shares, raising its paid-up share capital to 420 crore shares.

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🔗 Source: YourStory

🧠 Food for thought

1️⃣ Reverse flipping represents a maturing Indian startup ecosystem

The growing trend of “reverse flipping”, where Indian startups return their legal domicile to India after initially incorporating abroad, signals a fundamental shift in India’s business landscape.

This shift is powered by concrete improvements in India’s capital markets, with 13 tech companies successfully listing on Indian exchanges in 2024 alone, collectively raising approximately ₹29,000 crore 1.

Regulatory reforms have significantly streamlined the process, with the fast-track merger process introduced in September 2024 reducing timelines from 8-12 months to just 90-120 days 2.

Beyond Meesho, prominent companies like PhonePe, Razorpay, Groww, and Zepto have either completed or initiated this transition, demonstrating that this is an ecosystem-wide phenomenon rather than isolated cases 3.

The trend reflects India’s emergence as the world’s third-largest startup ecosystem with over 128,000 DPIIT-recognized startups, creating sufficient gravity to pull companies back to their operational home base 4.

2️⃣ Reverse flips come with substantial financial implications

Meesho’s reported $288 million tax payment to the US government highlights the significant financial costs companies face when unwinding their offshore structures 5.

This represents one of the largest tax bills paid by an Indian startup during a reverse flip, exceeding Razorpay’s reported $150 million tax payment for its similar transition 5.

Companies must navigate complex tax implications through either inbound mergers or share swap arrangements, each carrying distinct financial consequences under both Indian and US tax regulations 6.

The willingness of startups to absorb these substantial costs signals strong confidence in the long-term benefits of Indian domiciliation and domestic public listings 7.

Despite these high transition costs, over 70 ventures are reportedly exploring or executing reverse flips, with around 20 prominent companies already in process, suggesting the perceived benefits outweigh the immediate financial impact 3.

3️⃣ Strategic IPO preparations reveal changing valuation dynamics

Meesho’s methodical IPO preparation, including redomiciliation, name change, bonus share issuance, and banker selection, reflects a carefully orchestrated approach to maximize its public market valuation 8.

The company is targeting a $10 billion valuation through its planned $1 billion IPO, substantially higher than previous private market valuations, indicating confidence in premium valuations on Indian exchanges 9.

This valuation ambition aligns with broader data showing Indian tech companies increasingly achieving higher valuation multiples domestically than in foreign markets 10.

Meesho joins other Prosus-backed companies like Bluestone (valued at $950 million) and Urban Company (valued at $2.4 billion) in preparing for Indian public markets, suggesting a portfolio-wide strategy from the global investment firm 11.

The selection of both international (Morgan Stanley, Citi) and domestic (Kotak Mahindra Capital) bankers demonstrates how Indian IPOs now attract sophisticated global financial institutions while maintaining local market expertise 12.

Recent Meesho developments

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