In a regulatory document available on the Registrar of Companies (RoC) website, Dream11 India’s board in January 2025 had passed a special resolution to consolidate its US-registered parent company, Dream Sports Inc., with Indian company Sporta Technologies Private Limited — the Dream11 operating company. The merger has been implemented under Section 233 of the Companies Act, 2013.

The reverse merger structure will entail all the equity shares of Dream Sports Inc. being transferred to Sporta Technologies, in effect bringing the company’s operational and legal base to India.

Fast-Track Domicile Shift Under Amended Corporate Law
Dream11 is one of the first large Indian unicorns to make use of the newly revised fast-track path for cross-border mergers. The 2023 amendment to Section 233 of the Companies Act permits some mergers between a foreign parent company and its Indian subsidiary to be exempted from the National Company Law Tribunal (NCLT) — provided they are approved by the Reserve Bank of India (RBI).

This legal provision facilitates an easier shift for businesses such as Dream11 that initially had a foreign domicile to raise foreign capital but are now reorienting in accordance with Indian regulatory and taxation arrangements.

Strategic Timing Under Regulatory Scrutiny
Dream11’s action follows increased scrutiny by Indian tax authorities. The Directorate General of Goods and Services Tax Intelligence (DGGI) has sent demand notices worth Rs 1.12 lakh crore to online gaming firms, including Dream11. The notices follow a contentious tax ruling that imposes 28% GST on the entire face value of player deposits instead of the company’s net revenue.

While the Supreme Court of India did provide interim relief in the way of stay on these notices, the litigation serves to reflect the evolving regulatory environment for online gaming sites.

By having relocated its domicile to India, Dream11 will now be possibly better equipped to handle continuing regulatory discussions and become a more immediate participant in policy-making debates.

Financial Performance and Business Growth
Despite the regulatory and tax headwinds, Dream11 has shown strong growth. In FY23, the company posted a revenue of Rs 6,384 crore — a 66% year-on-year growth — and net profits of Rs 188 crore. Its FY24 financials have not yet been filed publicly.

Dream11, which was started by Harsh Jain and Bhavit Sheth, has established one of India’s leading fantasy gaming platforms, providing daily fantasy sports tournaments in cricket, football, kabaddi, and other sports. The firm has been a market leader in India’s online gaming space, which has experienced exponential growth over the last few years, particularly during cricket seasons and IPL matches.

Part of a Growing List of Reverse Flips
Dream11 becomes the latest in a widening number of Indian startups to flip back to India — a practice also known as “reverse flipping.” Zepto, Groww, and PhonePe have already made such reverse restructurings. Other names like Flipkart, Razorpay, KreditBee, Pine Labs, and Meesho are also said to be considering making the same shifts.

Reverse flipping is increasingly coming to be viewed as a tactical alignment with India’s regulatory regime, particularly for startups looking to list on Indian stock exchanges or gain relief from complicated cross-border compliance matters.

Industry Implications
Dream11’s domicile transformation success may predict a wider migration among late-stage Indian startups to re-examine their offshore holding structures. Behind this trend are:

Growing regulatory and tax compliance scrutiny in India

IPO readiness with Indian exchanges

Simplified ESOP and cap table management

Increased access to domestic capital markets

Atmanirbhar Bharat and ‘Make in India’ policy sentiments alignment

Dream11
With its transition to a fully Indian-domiciled business, Dream11 reaffirms its long-term dedication to India’s digital economy. The action not only streamlines its corporate structure but also brings it squarely under the purview of Indian laws and regulators — a strategic move in the face of changing regulatory pressures on online gaming.

As India keeps rising as a major global startup destination, Dream11’s shift is likely to motivate other startups, particularly those in the fintech and gaming industries, to follow suit and reap the advantages of repatriating their base.