E‑commerce marketplace Meesho is preparing to reverse-flip its corporate structure from the US to India—a move expected to trigger a substantial $280–300 million tax outgo (approximately ₹2,464 crore) in the US
The move follows the National Company Law Tribunal (NCLT) approval on June 16, 2025, allowing Meesho India to demerge from its US parent and list domestically
🧾 What’s Behind the ₹2,464 Cr Tax Bill?
- The liability results from transferring Indian operations into a wholly-owned subsidiary, triggering US tax on accumulated gains .
- Reverse flipping is a common strategy among India-origin startups like Groww, Razorpay, and Zepto to access domestic IPOs
🚀 Why Meesho Is Going for a Reverse Flip
- IPO Preparation
- The reverse flip clears the way for Meesho to file its DRHP (Draft Red Herring Prospectus) in the coming days and go public in India
- Market Alignment
- As Meesho’s core business, users, and sellers are India-based, moving its domicile strengthens its corporate footprint at home
- Improved Listing Valuation
- Indian IPO valuations continue to outperform global peers, boosting the appeal for reverse flipping
📊 Financial Snapshot
| Details | Amount |
|---|---|
| Estimated tax outgo | $280–300 million |
| In INR equivalent | ~₹2,072–2,220 crore (avg ₹2,146 cr) |
| Rounded estimate | ₹2,464 crore |
| IPO size (target) | $700–800 million |
✅ What Comes Next for Meesho
- Reverse-flip finalization: Expected to complete in a few days, post-NCLT approval
- IPO filing: DRHP likely soon via SEBI’s confidential route. Listing expected in late 2025 or 2026
- Tax payment: Meesho must settle the US tax bill during the flip-back process.
- IPO success: A domestic listing positions Meesho alongside firms like Groww, Razorpay, and Zepto.
🌍 Broader Industry Significance
- Reverse flips are becoming common for Indian startups seeking public listings at home, despite paying substantial taxes abroad
- Finance Minister Piyush Goyal affirmed that tax raised from such moves supports social goals like education and housing
- Regulatory clarity on cross-border mergers and reverse flips is evolving, with SEBI, RBI, and MCA streamlining policies .
