# Zepto’s Strategic Leap: Restructuring for IPO Published: 04 Mar 2025 Author: Treelife Practice area: Case Studies Tags: zepto ipo, zepto restructuring Source: https://treelife.in/case-studies/zepto-strategic-leap-restructuring-for-ipo/ ## Summary - Zepto, a quick commerce company, is restructuring its corporate structure ahead of a planned initial public offering (IPO) in 2025. - Kiranakart Technologies Pte Ltd, based in Singapore, has secured approvals from Singapore authorities and India's National Company Law Tribunal (NCLT) to merge with its Indian subsidiary, Kiranakart Technologies Private Limited. - This reverse flip shifts the group's parent entity from Singapore to India as part of IPO readiness. - The merger is expected to have no capital gains tax implications for investors, since Singapore does not generally tax capital gains. - Under Indian tax law, the transaction is expected to be tax neutral, with the cost of acquisition and holding period of shares in the Singapore holding company carrying over to shares of the merged Indian company. - No prior Reserve Bank of India (RBI) approval is required for this inbound merger, as it satisfies the conditions under the Foreign Exchange Management (Cross Border Merger) Regulations, 2018. - Zepto has incorporated a new wholly owned subsidiary, Zepto Marketplace Private Limited, under Kiranakart Technologies Private Limited, as part of its pre-IPO business model rejig. - Intellectual property rights for the Zepto app and website appear to have been transferred from Kiranakart Technologies Private Limited to Zepto Marketplace Private Limited. - Geddit Convenience Private Limited, Drogheria Sellers Private Limited, and Commodum Groceries Private Limited will now license the Zepto app and website through Zepto Marketplace Private Limited, a structure that aligns Zepto more closely with peers such as Swiggy Instamart and Blinkit. --- Blog Content Overview - [1 Background](#Background) - [2 Reverse Flip for IPO Readiness](#Reverse_Flip_for_IPO_Readiness) - [3 What does it mean for investors from a tax perspective?](#What_does_it_mean_for_investors_from_a_tax_perspective) - [4 RBI approval to be obtained for this merger?](#RBI_approval_to_be_obtained_for_this_merger) - [5 Business Model Rejig: Introduction of Zepto Marketplace Private Limited](#Business_Model_Rejig_Introduction_of_Zepto_Marketplace_Private_Limited) **[DOWNLOAD PDF](https://treelife.in/wp-content/uploads/2025/03/Zeptos-Strategic-Leap_-Restructuring-for-IPO.pdf)** ## **Background** Founded with a vision to revolutionize the hyperlocal delivery space, Zepto has rapidly grown into a major player in the quick commerce segment. With its focus on ultra-fast delivery and a robust operational model, it has carved a niche in the competitive landscape.  Now, as it gears up for an IPO in 2025, they are taking decisive steps to streamline its structure and enhance its market position. ## **Reverse Flip for IPO Readiness** Kiranakart Technologies Pte Ltd., based in Singapore, has successfully secured approvals from the **Singapore authorities**[1](#34be8476-a9e8-4911-9eef-b2e9f4bd3a77)** and India’s NCLT** to merge with its Indian subsidiary, Kiranakart Technologies Private Limited. This reverse flip is a crucial step as the company gears up for its much-anticipated IPO launch in 2025. ## **What does it mean for investors from a tax perspective?** **Singapore**: It is unlikely that this merger will have any capital gains implications for the investors as Singapore doesn’t generally tax capital gains **India**: The transaction is expected to be tax-neutral under Indian tax laws. The cost of acquisition and the holding period for the shares of the Singapore Hold Co. i.e. Kiranakart Technologies Pte Ltd should carry over to the shares of the merged Indian company, received pursuant to merger. ## **RBI approval to be obtained for this merger?** No prior RBI approval will be required for such in-bound merger as it fulfils the conditions mentioned under the Foreign Exchange Management (Cross Border Merger) Regulations 2018 ## **Business Model Rejig: Introduction of Zepto Marketplace Private Limited** As part of its pre-IPO optimization, Zepto has restructured its business model by incorporating a wholly owned subsidiary,** Zepto Marketplace Private Limited**, under Kiranakart Technologies Private Limited. Key points to note here as per publicly available data[2](#4f477398-4293-484a-bc24-4ff32b194625): - **Transfer of IP Ownership**: The intellectual property rights for the Zepto app and website, previously owned by Kiranakart Technologies Private Limited, appear to have been transferred to Zepto Marketplace Private Limited. Consequently, Geddit Convenience Private Limited, Drogheria Sellers Private Limited, and Commodum Groceries Private Limited, which previously held licenses to the “Zepto” app and website from Kiranakart Technologies Private Limited, will now license the same through Zepto Marketplace Private Limited. - **Market Comparability:** By adopting this structure, the business model aligns more closely with established players like Swiggy Instamart and Blinkit (Zomato). These developments underscore Zepto’s commitment to streamlining its operations and solidifying its market position as it prepares to enter the public domain. The strategic nature of these moves reflects the ambition to not just compete but lead in the fast-paced world of quick commerce. Please refer to the comparative structure outlined below for a clearer understanding. ***References*:** - [1] https://timesofindia.indiatimes.com/technology/tech-news/zepto-gets-singapores-approval-set-to-become-an-indian-company-with-/articleshow/116950996.cms [↩︎](#34be8476-a9e8-4911-9eef-b2e9f4bd3a77-link) - [2] [https://www.moneycontrol.com/news/business/startup/zepto-streamlines-structure-ahead-of-ipo-with-new-marketplace-entity-12901986.html](https://www.moneycontrol.com/news/business/startup/zepto-streamlines-structure-ahead-of-ipo-with-new-marketplace-entity-12901986.html)  [↩︎](#4f477398-4293-484a-bc24-4ff32b194625-link) Powered By EmbedPress ### Related posts: - [EdTech Company – Incorporation to Acquisition Stage](https://treelife.in/case-studies/edtech-company-incorporation-to-acquisition-stage/) - [SaaS Company – Angel Funding Round](https://treelife.in/case-studies/saas-company-angel-funding-round/) - [Streamlining Financial Compliance for a Health-Tech Innovator](https://treelife.in/case-studies/streamlining-financial-compliance-for-a-health-tech-innovator/) - [What’s in a Name? 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