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Razorpay completes reverse flip from US to India; founder says, ‘Dream to build for India’

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Fintech major Razorpay has completed the long-anticipated shift of its parent company’s domicile from the United States to India, a move that aligns with its broader push toward an initial public offering (IPO).

The company informed its board of directors that the Ministry of Corporate Affairs’ Regional Director (Southeast Region) has approved the merger of Razorpay Inc. with Bengaluru-headquartered Razorpay Software Pvt. Ltd., effectively concluding the reverse flip.

The restructuring was carried out under new regulatory guidelines that allow companies to sidestep the National Company Law Tribunal (NCLT) in favor of a streamlined approval process through the Reserve Bank of India (RBI) and the MCA. Razorpay said all formalities have been completed, allowing the company to officially shift its global headquarters to India.

“Yes, we’ve officially completed our reverse flip, and we couldn’t be more proud. It is more than a structural move; it’s a powerful signal of belief. We started Razorpay with a dream to build for India, and today we are doubling down on that dream by making India not just our largest market, but our global headquarters,” said Shashank Kumar, co-founder of Razorpay. 

The development comes weeks after Razorpay converted itself into a public limited company in April, clearing a regulatory hurdle ahead of a potential IPO. The company now joins a cohort of Indian startups—including Groww, Zepto, and Dream Sports—that have reversed their corporate domiciles from jurisdictions such as the U.S. and Singapore to India in response to improving regulatory clarity and growing ambitions to list locally.

Razorpay began the redomiciling process in May 2023, ahead of its proposed stock market debut. The company holds an RBI-issued payment aggregator license and operates in the cross-border payments space. It also runs RazorpayX, a neo-banking platform, and provides payment orchestration services to enterprises.

Founded in 2014, Razorpay has raised about $742 million in equity capital and is currently valued at $8 billion. Its investor roster includes Peak XV Partners, Tiger Global, GIC, and Ribbit Capital. The firm processes about $180 billion in gross merchandise value annually.

For FY24, it reported Rs 2,500 crore in payments revenue and a net profit of Rs 34 crore in that segment, although the larger business remains loss-making. In December 2024, CEO Harshil Mathur said the company is targeting profitability by 2026 and continues to prioritize readiness for a domestic IPO.

The reverse flip marks a significant structural milestone for the fintech sector as regulators continue tightening oversight. UPI payments giant PhonePe paid nearly $1 billion in capital gains tax to repatriate its holding structure from Singapore to India in 2022. Recently, Moneycontrol reported Razorpay is also likely to pay about Rs 1,245 crore in taxes to the Indian government as part of its reverse flip process.

More recently, Zerodha rival Groww completed its reverse flip in May 2024 and filed confidentially for a public listing. E-commerce major Flipkart, currently owned by Walmart, also received approval for a similar move as it prepares to go public in India by 2026.

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