The short answer
- The usual route is an inbound cross-border merger of the Singapore holding company into the Indian company under section 234 of the Companies Act, 2013.
- Since September 2024, specified inbound mergers can use a fast-track route with prior RBI approval. A May 2026 FEMA amendment aligned the merger regulations with it.
- A share swap usually triggers tax for shareholders, which is why most reverse flips use a merger.
- Gaps remain: no demerger route, and the Singapore company must dissolve completely.
Why companies are doing it
An Indian listing, Indian investor appetite and simpler regulation of an Indian top company are pulling flipped start-ups home. Large names have done it, including Flipkart in March 2026.
The routes
| Route | How | Watch |
|---|---|---|
| Inbound merger (NCLT) | Sections 230 to 232 and 234 of the Companies Act, 2013 | Time; the Singapore company dissolves |
| Inbound merger (fast-track) | Section 233 with Rule 25A, sanctioned by the Regional Director, prior RBI approval | Eligibility conditions; drafting questions on whether the route is optional |
| Share swap | Shareholders swap Singapore shares for Indian shares | Usually taxable for shareholders |
What changed in 2026
On 29 May 2026 the RBI amended the FEMA cross-border merger regulations to refer to the "competent authority" instead of only the NCLT, so fast-track approvals by the Regional Director fit the FEMA framework.
Questions to answer first
- Which contracts, licences and registrations of the Singapore company do not transfer automatically?
- What is the tax position for each class of shareholder?
- Do investor agreements allow it, and on what terms?
- What happens to ESOPs granted by the Singapore company?
- How will the Singapore company be closed, and what does ACRA need?
This is legal and tax work on both sides. We coordinate the Singapore accounting, valuation and closure; lawyers and Indian advisers lead the scheme.
Tax, at a high level
Indian tax law exempts shareholders who exchange their shares in a merger that meets the statutory conditions for an amalgamation, where the resulting company is Indian. That is the main reason reverse flips use a merger rather than a share swap. Each condition needs checking against the scheme, and investors holding through funds in other countries will also look at their own tax position.
In Singapore, gains on shares are generally not taxed unless they are trading gains, but the Singapore company still needs final accounts, a final tax return and closure with ACRA once its assets and liabilities have moved to India.
A realistic timeline
| Phase | Typical work |
|---|---|
| Feasibility | Cap table review, investor consents, tax analysis for each shareholder class, valuation |
| Approvals | Board and shareholder approvals in both countries, RBI approval where needed, creditor notices |
| Sanction | NCLT hearing, or the Regional Director under the fast-track route |
| Implementation | Shares issued by the Indian company, assets and contracts moved, ESOPs replaced, Singapore company closed |
The NCLT route has typically taken many months. The fast-track route is designed to be quicker where the conditions are met. Plan the Singapore closing work, which includes the final audit if one is required, early, because it is on the critical path at the end.
Questions people ask
How do companies move their holding company back to India?
Usually by an inbound cross-border merger of the Singapore company into the Indian company under section 234 of the Companies Act, 2013, through the NCLT or the fast-track route.
What changed in 2026?
On 29 May 2026 the RBI amended the FEMA cross-border merger regulations so fast-track approvals by the Regional Director fit the framework.
Talk it through with an adviser
Tell us your structure and deadlines. We reply with what applies to you and a fixed-fee proposal.
Sources
- Taxguru: The 2026 FEMA amendment and reverse flips (secondary source)
General information only, last reviewed 11 November 2026. It is not advice for your situation. Laws and practice change, and the official sources linked above prevail. Speak to a qualified adviser before you act. Northwise does not file with Indian authorities; India-side work is done by independent licensed firms.
