Fintech unicorn Razorpay has confidentially filed its Draft Red Herring Prospectus with SEBI on June 12, 2026, targeting a fundraise of ₹5,000–6,000 crore in what is shaping up to be one of India’s most consequential fintech listings of the year and one that carries as many questions as it does milestone moments.
Key Takeaways
- Razorpay pre-filed its DRHP with SEBI and stock exchanges on June 12, 2026, disclosed via newspaper advertisement on June 15.
- IPO size expected at ₹5,000–6,000 crore (~$600 million), comprising a fresh issue (shareholders approved ₹2,700 crore) plus an OFS component.
- Target valuation: ₹50,000–60,000 crore ($5–6 billion), a steep markdown from its last private round valuation of $7.5 billion in December 2021.
- Book-running lead managers: Axis Capital, Kotak Mahindra Capital, JPMorgan, and Citi.
- FY25 revenue grew 65% YoY to ₹3,783 crore; net loss stood at ₹1,209 crore due to ESOP costs and one-time reverse-flip tax liabilities.
What Happened: Razorpay Confidentially Files DRHP With SEBI
Razorpay disclosed the move through a newspaper advertisement on June 15, confirming that the pre-filed DRHP was submitted to SEBI and stock exchanges on June 12, 2026. The confidential route allows IPO-bound firms to submit draft offer documents without publicly disclosing sensitive business, operational, or financial information until the actual launch of the public issue.
In the public notice, the company, without disclosing the size of the proposed issue, stated it had filed “the pre-filed draft red herring prospectus with SEBI and the stock exchanges in relation to the proposed initial public offering of its equity shares on the main-board of the stock exchanges.”
Axis Capital, JPMorgan, Citi, and Kotak Mahindra Capital are the bankers advising on the deal. Razorpay is targeting its stock market debut by the end of 2026, subject to regulatory approvals.
IPO Structure at a Glance
| Parameter | Details |
|---|---|
| DRHP Filing Date | June 12, 2026 |
| Filing Route | Confidential (Pre-filed DRHP) |
| Expected IPO Size | ₹5,000–6,000 crore (~$600 million) |
| Structure | Fresh Issue + OFS |
| Fresh Issue (Shareholder Approved) | ₹2,700 crore |
| Target Valuation | ₹50,000–60,000 crore ($5–6 billion) |
| Book-Running Lead Managers | Axis Capital, Kotak Mahindra Capital, JPMorgan, Citi |
| Target Listing Timeline | H2 2026 (subject to SEBI approval) |
According to sources, the issue will consist of both a fresh issue of shares and an OFS component, with both components likely to contribute almost equally to the overall size of the offering.
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The Valuation Gap: Public Market vs. Private Market Reset
This is the central tension in the Razorpay IPO story, and it must be understood clearly.
In 2025, the fintech firm shifted the domicile of its parent company from the United States to India, effectively reverse-flipping itself in preparation for an IPO in the country. At the time of its last major private raise, Razorpay was valued at $7.5 billion. The current IPO target of $5–6 billion represents a 20–33% markdown from that peak private valuation.
This is not a pricing error; it is a structural recalibration. Global investors are no longer extending 2021-era multiples to growth-stage fintechs carrying consolidated net losses. The $5–6 billion target at approximately 1.3–1.6x FY25 revenue is a far more defensible public market multiple.
However, it also creates a clear expectation gap: early-stage investors who entered at or near the $7.5 billion mark face paper losses unless post-listing performance re-rates the stock.
That tension between private market legacy pricing and public market discipline is what will define institutional appetite during bookbuilding.
The filing comes at a time when another fintech major, PhonePe, has temporarily paused its listing plans, citing the conflict in West Asia and heightened market volatility.
Razorpay pressing ahead signals management confidence, or, alternatively, a calculated bet that waiting longer risks further valuation compression in a tightening global liquidity environment.
About Razorpay: A Decade to the Doorstep of Public Markets
Founded by IIT Roorkee alumni Harshil Mathur and Shashank Kumar, Razorpay has grown into one of India’s most comprehensive financial technology platforms, offering online, offline, and cross-border payments, as well as POS solutions, payroll, loyalty programs, and RazorpayX, its banking and business finance platform.
Today, Razorpay serves more than 7 million merchants across India.
The company is backed by investors such as Peak XV Partners, Tiger Global Management, Ribbit Capital, TCV, Matrix Partners, Lightspeed Venture Partners, and others. GIC, Singapore’s sovereign wealth fund, is also among its investors.
Razorpay FY25 Financials: Strong Revenue, Complicated Bottom Line
| Metric | FY24 | FY25 | YoY Change |
|---|---|---|---|
| Revenue from Operations | ₹2,296 crore | ₹3,783 crore | +65% |
| Gross Profit | ₹906 crore | ₹1,277 crore | +41% |
| Post-ESOP Net Loss | — | ₹1,209 crore | One-time |
| Total Payment Value Processed | $150 billion | $180 billion | +20% |
Razorpay CEO Harshil Mathur stated: “Beyond online payments, which is now EBITDA-profitable and generating strong cash flows, we’re seeing promising traction in newer businesses that are rapidly scaling and unlocking new growth vectors for us.”
The company expects its India business to be profitable by FY26 and consolidated profitability two to three quarters later.
The net loss is principally a non-recurring accounting event. The ₹1,209 crore figure was primarily driven by ESOP expenses and tax and restructuring costs following its reverse flip to India completed in May 2025, not a deterioration in core operating economics.
However, the profitability of the newer business verticals, banking, payroll, POS, international, remains unproven at scale, and these will face intense scrutiny in the public DRHP.
The Reverse Flip: Corporate Restructuring That Unlocked the IPO Path
Razorpay initiated the reverse flip process in May 2023 and completed it in May 2025, merging its US-registered parent entity with its Indian subsidiary, Razorpay Software India Pvt. Ltd. That restructuring was a prerequisite for listing on Indian stock exchanges.
The relocation reportedly involved a tax outgo of nearly $150 million, underscoring the importance many Indian startups now place on domestic listings. In April 2025, Razorpay also converted itself into a public limited company, a mandatory regulatory step before any stock exchange listing in India.
Key Risks Investors Must Watch
The Razorpay IPO is a compelling but not uncomplicated story. Several risk factors will demand clear disclosure in the public DRHP:
Profitability uncertainty at scale: Only the online payments segment has explicitly reached EBITDA-positive territory as per the CEO’s own statement.
The newer verticals, banking, payroll, international, POS,are still scaling, and their margin profile under sustained competitive pressure remains to be demonstrated at public market reporting standards.
Fintech margin compression risk: India’s digital payments market is intensely price-competitive. UPI-based payment volumes continue to grow rapidly, but the economics of processing those volumes, especially against regulatory fee caps, squeeze payment aggregator margins structurally.
IPO market volatility risk: Razorpay was among the first companies in India to defer its IPO as concerns grew over a potential market rout stemming from the conflict in West Asia.
The company is also navigating challenges around pricing the issue at its desired valuation ahead of the planned public listing.
The Paytm shadow: India’s most cautionary fintech listing, an ₹18,000 crore IPO that crashed 27% on Day 1, will be a reference point for every institutional investor evaluating Razorpay’s pricing. The market has a long memory.
Razorpay vs. Fintech Peers: Competitive Context
| Company | Listing Status | Last Valuation | FY25 Revenue |
|---|---|---|---|
| Razorpay | IPO Filed (Confidential) | $5–6B (target) | ₹3,783 crore |
| Paytm (One97 Communications) | Listed (NSE/BSE) | ~$7.6B (market cap) | Public |
| PhonePe | IPO Paused | ~$12B | Private |
| Cashfree Payments | Private | Undisclosed | Private |
What Happens Next: IPO Process Milestones
After confidential DRHP submission, the regulatory process unfolds in stages: SEBI review and observations (typically 30–75 days), public DRHP filing, roadshows with institutional investors, price band announcement, anchor allocation, retail subscription window, and listing.
For retail investors, the public issue remains several months away. The public DRHP, when it arrives, will carry audited financials, risk factors, exact issue size, and use-of-proceeds breakdowns. That document will be the real reference point for the valuation debate.
Bottom Line
Razorpay’s confidential DRHP filing on June 12, 2026, is the clearest signal yet that one of India’s most prominent fintech companies is ready to face public market scrutiny.
The revenue trajectory is strong, the core payments business has reached EBITDA profitability per the CEO’s own disclosure, and the four-bank syndicate signals a well-organized institutional process.
But the gap between a $7.5 billion private valuation and a $5–6 billion public market target, in a tighter global liquidity environment, with consolidated net losses and unproven newer-vertical margins, means this is not a straight-line story.
SEBI’s observations, the public DRHP, and market conditions in H2 2026 will each be decisive gates. Watch those, not the headline numbers.
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FAQs
What is Razorpay’s IPO size?
Razorpay is expected to raise ₹5,000–6,000 crore (~$600 million) through a combination of a fresh issue and an OFS component. Shareholders have separately approved ₹2,700 crore via fresh issue.
What is Razorpay’s target valuation for the IPO?
The company is targeting a valuation of ₹50,000–60,000 crore ($5–6 billion) — a reset from its December 2021 private market valuation of $7.5 billion.
Who are the bankers managing the Razorpay IPO?
Axis Capital, Kotak Mahindra Capital, JPMorgan, and Citi are the four book-running lead managers confirmed by multiple sources including Reuters.
When will Razorpay’s IPO open for subscription?
No official subscription dates have been announced. Razorpay is targeting a listing by end of 2026, subject to SEBI approval and market conditions. SEBI typically takes 30–75 days to issue observations after a DRHP filing.
Is Razorpay profitable?
The online payments segment has turned EBITDA-positive as confirmed by CEO Harshil Mathur, but the company reported a consolidated net loss of ₹1,209 crore in FY25 due to one-time ESOP expenses and reverse-flip tax liabilities. Consolidated profitability is targeted two to three quarters after the India business turns profitable.
What is the confidential DRHP route?
It allows companies to file draft offer documents with SEBI for regulatory review without publicly disclosing sensitive business or financial data. The filing becomes public only at the time of the actual IPO launch.
