Razorpay completes reverse flip from US to India with MCA approval

Digital payments firm Razorpay has completed the reverse flip of its parent entity from the US to India, the company informed its board of directors. According to regulatory filings reviewed by ET, the Regional Director (Southeast Region) of the Ministry of Corporate Affairs (MCA) has approved the merger of Razorpay Inc. with Razorpay Software Pvt Ltd, its Bengaluru-based Indian entity.

The reverse flip was carried out under revised regulatory norms, which allow companies to bypass the National Company Law Tribunal (NCLT). Razorpay instead required approvals from the Reserve Bank of India (RBI) and the MCA—allowing for a more streamlined process. The company said all formalities have now been completed.

ET first reportedon Razorpay’s plans to shift its domicile back to India in May 9, 2023.

Shashank Kumar, cofounder, Razorpay, confirmed the development. “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,” he said.

In April, Razorpay had secured board approval to convert into a public limited company, marking another milestone towards a future listing on Indian stock exchanges.

Razorpay joins a growing cohort of Indian startups redomiciling from overseas jurisdictions such as the US or Singapore to India, as IPO ambitions take centre stage and regulatory clarity improves.

The fintech firm follows in the footsteps of Groww, which completed its reverse flip in May 2024, and has since filed confidentially with Sebi for an IPO.

Dream Sports, the parent of Dream11, became the first Indian startup to complete a reverse flip under the new fast-track framework, as first reported by ETtech on March 4, 2024. The updated rules allow a foreign holding entity to merge with its Indian subsidiary without NCLT approval — a process that previously took months to close.

Flipkart also received board approval for a reverse flip in April as part of its roadmap to go public in India by 2026.

Fintechs and regulations

The move by fintech firms to shift their corporate headquarters to India comes amid heightened regulatory scrutiny. Razorpay itself was under an RBI embargo on onboarding new merchants, which was lifted in December 2023.

Razorpay holds a payment aggregator licence and operates in the cross-border payments space. Beyond being a leading online payment processor, it also runs RazorpayX, a neo-banking platform for small businesses, and provides payment orchestration services to enterprises.

Speaking with ET in December 2024, CEO Harshil Mathur, said the company aims to turn profitable by 2026 and eventually go public. Razorpay processes around $180 billion in gross merchandise value annually. Its payments business reported revenue of Rs 2,500 crore in FY24 and a net profit of Rs 34 crore, although the broader business remains loss-making.

To date, Razorpay has raised around $742 million in equity capital and is currently valued at $8 billion. Its investors include Peak XV Partners, Tiger Global Management, GIC, and Ribbit Capital, among others.