Indian Unicorns Return Home: Flipkart, Razorpay, Dream11 Use Reverse Flip Mechanism
Several Indian unicorns, such as Flipkart, Razorpay, and Dream11, are returning to India using the reverse flip mechanism. The Ministry of Corporate Affairs (MCA) has widened the scope of fast-track mergers, simplifying the process for these companies to shift their base back to India.
The MCA expanded the scope of fast-track mergers in September 2025, allowing certain mergers and amalgamations to bypass the National Company Law Tribunal's approval. This includes mergers between unlisted companies, holding-subsidiary groups, and subsidiaries of the same group. The aim is to simplify, speed up, and reduce the cost of corporate restructuring, promoting ease of doing business.
The Securities and Exchange Board of India (SEBI) has also introduced reforms to encourage startup listings. Startup founders can now retain their employee stock options (ESOPs) even after listing, subject to certain conditions. These regulatory changes reflect a strategic shift in India's corporate policy framework, actively nudging companies back to India.
The expanded framework allows mergers and amalgamations between two or more unlisted companies, mergers of a foreign holding company with its Indian subsidiary, and mergers of one or more subsidiaries of the same parent company to skip NCLT approval. Experts caution that execution, including approvals from the Reserve Bank of India (RBI), cross-border tax considerations, and clarity on shareholder rights, will be crucial for the success of these reverse flips. The government's goal is to make India the default hub for its own startups, reducing regulatory complexity for founders and investors.
