Homecoming: Why Indian Tech Giants Are Coming Home

For years, Indian startups looked West. Incorporate in Delaware. Raise from Sand Hill Road. List on Nasdaq. This was the dominant and default model for anyone looking to scale. 

Infosys was among the first to tap the U.S. capital markets. MakeMyTrip listed on Nasdaq in 2010. Freshworks followed in 2021, becoming the first Indian SaaS company to go public in the U.S. Even ReNew Power, a capital-heavy renewables business, chose to list in New York via a SPAC merger in 2021. For most tech founders, the path was familiar: build in India, raise abroad, scale globally, and eventually list overseas.

That path is now being re-evaluated. 

Over the past year, a growing number of India’s top startups—Razorpay, Zepto, Groww, Udaan, Pine Labs, and Meesho—have either initiated or completed the process of shifting their legal domiciles back to India.

PhonePe led the way in 2022, shelling out nearly ₹8,000 crore in taxes to make the move.  What seemed like an exception at the time now reads, in hindsight, as the harbinger of a broader shift.

Across boardrooms, there’s a new conversation: Should we come back? IPO-bound companies want domestic listings. SaaS companies that once treated India as a back office are now running core operations and product teams from here. Capital is now available locally, on better terms and with fewer strings.

This is not a compliance tweak. It is a deliberate repositioning. It reflects where the business is being built, where decisions are made, and where long-term value will be created.

In this edition, we explore:

1. Why startups went offshore
2. The roll call: startups making the move
3. The big flip: Why India looks better today
4. The IPO math- Why India now offers better outcomes
5. The challenges of homecoming 

Let’s dive in.

Why startups went offshore

Through most of the 2010s, setting up a holding company in Singapore or Delaware was practically a rite of passage for Indian startups. It made everything easier, especially when the early money came from global venture capital. The tilt towards offshore structures was reinforced by the power dynamics of the time—firms like Sequoia, Accel, Tiger Global, and Y Combinator had the capital, and with it, the leverage to shape how and where companies were built.

Foreign investors preferred familiar legal structures. U.S. funds, in particular, were far more comfortable wiring capital to a Delaware-registered company than to an Indian private limited entity. Incorporating abroad allowed startups to 

• Simplify ownership 
• Offer standard equity to global employees,
• Avoid the friction of India’s layered compliance frameworks.

There was also the long game. A foreign entity kept the door open for a Nasdaq listing, or a strategic acquisition by a U.S.-based tech major. For companies in SaaS, fintech, or cross-border commerce, that flexibility mattered.

The ecosystem looked outward, and structuring accordingly made sense. For most founders, it was less about leaving India behind and more about keeping their options wide open.

But the tides are now turning. 

The reverse-flip wave is well underway, and several marquee names have already completed the journey home:

• PhonePe set the precedent in 2022 by redomiciling from Singapore, absorbing a tax liability of nearly ₹8,000 crore in the process, to formally shift its headquarters back to India and reclaim its Indian identity.
• Groww followed in May 2024, paying ₹1,340 crore in taxes.
• Zepto executed its reverse merger from Singapore in January ahead of its proposed IPO
• Pine Labs received official approval in April to merge its Singapore parent with its Indian entity.
• Dream Sports (parent company of Dream11) completed its reverse flip through the government’s fast-track merger route, emerging as another high-profile returnee in recent months.
• Razorpay finalized its reverse flip in May 2025, consolidating the Delaware entity into its Bengaluru arm as it eyes an IPO by 2026–27.
• This week, Meesho completed its redomiciling to India, reportedly incurring a tax liability in the range of $280–300 million. The move positions the company for an upcoming domestic IPO.

Several other marquee names such as Flipkart, Eruditus, Livspace, and Mensa have publicly signaled plans to return, though exact timelines vary.

The big flip: Why India looks better today

India is now the world’s third-largest startup ecosystem, home to over 1,10,000 startups and more than 115 unicorns. 

But scale is only part of the story. What was once an ecosystem powered by global capital and geared for offshore listings is now looking inward. A surge in local funding, rising public market participation, and regulatory tailwinds are redrawing the map:

1. India’s IPO surge- India has leapt ahead in public markets and that’s changing the calculus for startups. In 2024, the country led the world in IPO volume with 327 listings, nearly double the 183 in the U.S, accounting for more than a quarter of all global IPOs. Retail and institutional investors are increasingly backing tech and consumer themes, giving strong domestic support to public offerings.

2. The rise of local capital-Indian capital is stepping up. Family offices are mushrooming, growing from around 45 in 2018 to nearly 300 in 2024, and now manage close to US $30 billion in assets—fuelled by IPO windfalls, promoter liquidity, and generational business wealth. Homegrown VCs are more active than ever, participating across stages. The abolition of the angel tax has further unlocked early-stage capital, removing a longstanding friction point for domestic investors. Equity rounds that once defaulted to offshore are increasingly being raised and closed within India and the narrative has followed suit.

3. Faster approvals for reverse flips- As this domestic appetite for listings has grown, the regulatory architecture has quietly adapted to support it. One of the biggest hurdles to shifting headquarters back to India used to be the paperwork. Startups had to go through the National Company Law Tribunal (NCLT), a slow legal process that often stretched for months. But recent changes led by the Department for Promotion of Industry and Internal Trade (DPIIT) and the Reserve Bank of India (RBI) have made it much easier. Companies can now complete the move with just RBI’s approval, bypassing the tribunal entirely and bringing down timelines to as little as 90 to 120 days. It is a quiet policy shift, but one that has made coming home far less painful.

4. SEBI’s startup-friendly reforms- SEBI eased several listing norms to accommodate modern startups. While the traditional requirement of three years of profitability still applies in most cases, loss-making companies can now list if a majority of the IPO is backed by institutional investors. This shift has allowed even loss-making startups to tap public markets, provided they meet stricter disclosure norms and secure backing from institutional investors. Recently, SEBI also allowed founders to retain ESOPs post-listing and permitted alternative investment funds (AIFs) to co-invest in public issues, making exits more viable and aligned with how high-growth tech companies operate.

5. Closer scrutiny of offshore structures- India’s regulatory lens on offshore incorporations has sharpened. Tax authorities are paying closer attention to companies routed through low-tax jurisdictions. New provisions like Significant Economic Presence (SEP) and expanded disclosure norms under Foreign Exchange Management Act (FEMA) have raised the bar on compliance. For many startups, especially those still operating largely out of India despite being incorporated abroad, these changes introduce legal complexity. 

6. Talent and ops: home is where the builders are- For many startups, India has always been the centre of execution. Product, engineering, and operations teams are overwhelmingly based here, even when the parent company sits offshore. That centre of gravity is only getting stronger with a wave of FAANG, consulting, and Y Combinator talent returning to build for India. The cost advantage remains real, but so does the maturity: India’s startup workforce now brings both velocity and depth, making it the natural base for scale.

The IPO math- Why India now offers better outcomes

India’s public markets are finally speaking the language of tech. From fintech and SaaS to consumer internet, there is growing investor appetite and analyst coverage for businesses that prioritise scale and network effects over early profits. That kind of depth, i.e, understanding high-growth, venture-backed models, simply did not exist five years ago.

As a result, Indian exchanges now offer a more realistic and founder-aligned path to liquidity. Many startups have listed with annual revenues under $100 million. Regulatory thresholds are lower, listing costs are lighter, and the investor base is increasingly receptive to growth-stage narratives.

Compare that to the US, where the bar remains high. A listing there demands significant scale, predictability, and investor readiness, often more than what a high-growth startup can offer early in its lifecycle

As Jordan Saxe, Senior Managing Director of Listings at NASDAQ, puts it:

“You have a high bar in the tech market. To IPO, companies need a high ARR (more than $300M–$400M) and a good Rule of 40. But more than that, you need to be able to predict the next 12 months of revenue.”

For a long time, U.S. exchanges were seen as the gold standard—bigger markets, higher multiples, deeper institutional capital. That model, however, is no longer the default. 

The result? Liquidity is now closer to home. Startups can go public earlier, raise meaningful capital, and continue scaling without waiting for a foreign listing window to open. For many founders, that changes not just the where but the when of going public.

The challenges of homecoming

• A strategic reset- Reversing a startup’s legal domicile is akin to a strategic reset. And like any shift in direction, it calls for clarity, alignment, and long-term thinking.

• Timing the move- Timing is key. Most companies initiate the flip around key inflection points- a planned IPO, a change in cap table, or a stage of scale where local presence is more valuable than overseas optionality.

• The tax hurdle- The most visible hurdle is taxation. Shifting the legal entity back to India can trigger significant capital gains and stamp duty liabilities on existing shareholdings, particularly when the offshore structure has accrued significant value. The numbers can be large, as seen in recent high-profile cases, but for most founders, they are seen as the price of alignment and not as a penalty.

• Execution- The reverse flipping process is smoother than before. Recent policy changes mean companies no longer need to go through the National Company Law Tribunal (NCLT). A single RBI clearance can now complete the transition, reducing timelines from 8–12 months to just 90–120 days. But execution still needs care. Aligning investor rights, ESOP structures, and governance norms with Indian regulations requires thoughtful planning and legal clarity.

• Cultural Shift- Flipping back invokes a broader signal to regulators, public investors, and the market at large. It reflects a willingness to be understood, evaluated, and trusted on Indian terms. That shift may take only a few months on paper, but culturally, it often runs deeper and takes longer.

Every startup story is a bet. Not just on what you are building, but where you choose to build it.

A decade ago, that bet tilted offshore. Legal structures followed capital. Founders optimised for access, optics, and optionality. But ecosystems evolve. Today, India is no longer the market you graduate from-it is the market you grow into.

From public markets to private capital, from regulatory support to talent density, the fundamentals have shifted. The tools to build enduring companies are concentrated right here.

For founders, the question is no longer why come back?

It is why not?

Disclaimer – The information provided herein is intended solely for educational purposes and is as on date of the document and is subject to change without notice. In this material, Dezerv has utilized information through publicly available sources, and other data deemed to be reliable. All trademarks, logos, and brand names mentioned are used for identification purposes only and do not imply endorsement or recommendation.