Razorpay Inc. from US (i.e. Delaware incorporated entity) has redomiciled to India by way of merger of Razorpay Inc., into and with Razorpay Software Private Limited under the fast-track merger route, and a parallel demerger of the regulated businesses of Razorpay Software Private Limited into Razorpay Payments Private Limited under the fast-track demerger route.
Shardul Amarchand Mangaldas & Co acted as legal advisor to Razorpay Group.
The transaction team consisted of Puja Sondhi (Partner), Manita Doshi (Partner), Paavani Gupta (Senior Associate), Vaibhavi Shaunak (Senior Associate) and Aishwarya Srivastava (Associate).
IndusLaw has advised Ribbit Capital in relation to Razorpay’s reverse flip.
The IndusLaw team consisted of Winnie Shekhar (Partner), Rashi Bharadwaj (Partner), Ravin Abhyankar (Associate) and Chandresh Goyal (Associate).
Kaushik Mukherjee (Partner) advised on capital markets-related aspects, while Unnati Agrawal (Partner) provided advice on competition law.
Khaitan & Co advised Peak XV Partners in relation to Razorpay's reverse flip.
The transaction team consisted of Bharat Anand (Partner), Nidhi Killawala (Partner), Ishaan Chopra (Senior Associate) and Sakshi Garg (Associate).
Mehul Shah (Partner) advised on the regulatory aspects of the transaction and Pranjal Prateek (Partner) advised on the competition law aspects of the transaction.
The cross-border group restructuring involved the amalgamation of the US-based holding company into its Indian subsidiary, making Razorpay a leading fintech unicorn, as a fully India-domiciled entity. This marks the first successful reverse flip from the US to India under the fast-track merger mechanism.
This move, approved by the Reserve Bank of India and the Ministry of Corporate Affairs without needing NCLT intervention, is part of Razorpay’s strategy to align with Indian regulatory frameworks and prepare for a potential IPO on domestic stock exchanges within the next two to three years. Originally estimated to attract a $250–300 million U.S. tax liability, the company reportedly managed to reduce the tax cost to around $150 million through internal restructuring
Despite a nine-month embargo on new merchant onboarding, Razorpay posted a 24% revenue growth in FY24, with ₹2,068 crore in revenue and ₹34 crore in net profit.
Razorpay is a leading Indian fintech company offering a comprehensive suite of payment solutions for businesses of all sizes. They provide tools for managing payouts, subscriptions, and even lending solutions, creating a robust ecosystem for financial operations. Razorpay is an RBI-approved payment aggregator and services are widely used across India and support various payment methods, catering to a broad spectrum of businesses and industries.
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