Razorpay Converts to a Public Entity Ahead of IPO Plans

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Fintech unicorn Razorpay has taken a major step towards its future listing on Indian stock exchanges by officially converting itself from a private limited company to a public limited company. This strategic move comes as part of its broader plan to redomicile its operations from the United States to India. With this shift, the Bengaluru-based startup is now officially named Razorpay Software Limited, replacing its earlier designation as Razorpay Software Private Limited.

This decision was approved by the company’s members at an Extraordinary General Meeting held on March 27, 2025. While the company has clarified that it has no immediate IPO plans, this transition is a necessary step to align with regulatory expectations and ensure corporate readiness for a public listing in the coming years.

Why Razorpay Converted to a Public Entity?

The conversion from a private limited to a public limited entity is a significant governance reform that aligns with corporate best practices, especially for companies aiming to go public. Razorpay has stated that this step is part of its roadmap to prepare for an IPO in the next two years. In a statement, the company said, “As part of our redomiciling to India, we’re initiating the process to become a public company well before our IPO in approximately two years, in order to align with best governance practices and build early readiness.”

Converting into a public company not only improves transparency but also sends a strong signal to potential investors and regulatory bodies about Razorpay’s long-term intentions. It enables the company to attract institutional investors, comply with SEBI norms early, and streamline its internal structure.

Redomiciling from the United States to India

Razorpay’s transition into a public limited entity is part of a larger plan called "Ghar Wapsi" – a term used to describe startups that shift their domicile back to India from foreign jurisdictions like the United States or Singapore. The fintech major is in the process of relocating its base back to India as it gears up for its IPO.

According to regulatory filings, the Ministry of Corporate Affairs (MCA) Regional Director in Hyderabad approved the merger of Razorpay Inc (its U.S.-based entity) with Razorpay India in February 2025. This development simplifies tax structures, enables better regulatory alignment, and avoids complex international compliance mechanisms. It also reflects the confidence Razorpay has in India’s maturing startup ecosystem and public market landscape.

Restructuring of Business Units

In preparation for its IPO, Razorpay has also initiated a significant internal restructuring. As part of this, the company aims to consolidate its six Indian subsidiaries under a single umbrella entity, Razorpay Software India. This move is expected to enhance operational efficiency and provide a unified corporate identity to investors.

However, this restructuring will come at a cost. Reports indicate that Razorpay may have to pay as much as $200 million in taxes to the U.S. government due to the financial implications of redomiciling and internal mergers. Despite this, the long-term benefits of being headquartered in India outweigh the short-term costs.

Financial Performance and Profitability of Razorpay

Razorpay has shown strong financial growth in recent years. For the financial year 2023-24 (FY24), the company reported a consolidated net profit of INR 33.5 crore, which is over four times the INR 7.2 crore it posted in FY23. Operating revenue also rose by 9%, reaching INR 2,475 crore in FY24 compared to INR 2,283 crore the previous year.

The core payments business is already profitable, processing over $180 billion worth of transactions annually. However, some of Razorpay's newer verticals such as banking, lending, and insurance are still in investment mode and have not yet reached profitability. These segments are absorbing significant cash as Razorpay seeks to diversify and strengthen its product ecosystem.

Product Expansion and AI-Powered Offerings

To further solidify its market position, Razorpay has recently launched a suite of new products powered by artificial intelligence. These include corporate credit cards for startup founders in partnership with Yes Bank, an AI-driven onboarding suite for merchants, and a digital gift card platform. The company has also introduced a buyer protection program to enhance online transaction security.

These innovations not only address real-time business needs but also demonstrate Razorpay’s commitment to technological advancement and customer-centric solutions. With a focus on AI integration, Razorpay is aiming to enhance its operational capabilities and deliver smarter financial solutions to its clients.

Key Investors and Funding History of Razorpay

Since its inception in 2014 by Harshil Mathur and Shashank Kumar, Razorpay has raised over $800 million across various funding rounds. The fintech unicorn is backed by prominent investors like Tiger Global, Y Combinator, Matrix Partners India, GIC, and Peak XV Partners. Its last known valuation stood at around $7 billion, putting it among the top-tier fintech startups in the country.

This strong financial backing and high valuation highlight investor confidence in Razorpay’s business model and future growth prospects. The company’s transition into a public entity will further strengthen its position in the fintech space.

IPO Plans and Timeline

While Razorpay has no immediate plans to go public, it is targeting an IPO by FY26 or FY27. The two-year lead time will be used to align with compliance standards, improve corporate governance, and implement transparent financial reporting mechanisms.

This approach is consistent with how several fintech peers are planning their IPO journeys. Pine Labs, for instance, is expected to list in the second half of 2025, while PayU and Groww are also exploring IPO options. Paytm and MobiKwik have already gone public, setting precedents for other fintech players.

Comparison with Other Fintech Startups

Razorpay’s move to go public and redomicile to India is in line with industry trends. Several high-growth startups such as PhonePe, Pine Labs, and Groww have also initiated similar transitions. PhonePe reportedly paid over INR 8,000 crore in taxes for its reverse flip from Singapore to India, while Groww paid around INR 1,360 crore to the U.S. government for its homecoming.

These companies are choosing India as their listing destination due to increasing investor interest, regulatory support, and a maturing financial ecosystem. Moreover, fintech companies like Razorpay derive a majority of their revenue from the Indian market, making it logical to be domiciled and listed here.

Regulatory and Compliance Benefits of Being Based in India

Relocating to India offers various compliance and regulatory benefits. First, it brings the company under the direct purview of Indian regulators such as the Reserve Bank of India (RBI) and Securities and Exchange Board of India (SEBI). This ensures better alignment with local laws and facilitates easier compliance management.

Second, Indian investors and institutional buyers are more likely to invest in companies that are domiciled within the country. Third, it simplifies taxation and accounting practices by avoiding complications that arise due to cross-border regulations.

Market Presence and Competition

Razorpay continues to maintain a strong market presence in India and has also expanded its services to regions like Singapore and Malaysia. The company competes with other major players such as Cashfree and PayU. For comparison, in FY24, Razorpay posted revenue of INR 2,068 crore, while Cashfree reported INR 642 crore, and PayU recorded revenue of $444 million (approximately INR 3,800 crore).

Razorpay’s wide range of offerings, including real-time payments, cross-border solutions, SME payroll, and insurance, give it a competitive edge. Its ability to continuously innovate with AI and digital financial tools positions it as a front-runner in the rapidly growing fintech sector.

Conclusion

Razorpay’s conversion into a public entity marks an important breakthrough in its journey toward becoming a publicly listed company. The move reflects the company’s commitment to transparency, governance, and long-term growth. With plans to launch its IPO by 2026-27, the fintech unicorn is setting a strong foundation for its future as a publicly traded company in India.

By redomiciling its operations to India, consolidating its business units, and expanding its suite of fintech products, Razorpay is positioning itself to become a main player in India’s digital economy. The transition will not only enhance its credibility among stakeholders but also serve as a blueprint for other startups aiming to follow a similar path.

If anyone wants to convert its Private Limited Company to Public Limited Company, then you can reach out to Compliance Calendar’s experts through email info@ccoffice.in or Call/Whatsapp at +91 9988424211.

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