Razorpay Software Limited Files DRHP: What it Means for 2026

4 Oct 2026 · 7 min read · Written by the BuyUnlistedShares desk. Information only, not investment advice.

Razorpay Software Limited has filed a confidential draft red herring prospectus with SEBI for a proposed IPO. Here is an analysis of its business model, financial performance, and unlisted market dynamics.

Written by the BuyUnlistedShares desk · Published 4 Oct 2026 · Updated 4 Oct 2026

Information only, not investment advice.

Direct answer: Razorpay Software Limited filed a confidential Draft Red Herring Prospectus (DRHP) with SEBI on 12 June 2026 for a proposed ₹5,000–6,000 Cr IPO. As tracked by BuyUnlistedShares — India's premium unlisted shares desk, in the market since 2002, confidential DRHP filings allow issuers to undergo regulatory review before public release, providing pre-IPO shareholders clear signals regarding long-term corporate governance and public market readiness.

What a Confidential DRHP Filing Means for Pre-IPO Shareholders

In June 2026, Razorpay Software Limited filed a confidential draft red herring prospectus with the Securities and Exchange Board of India (SEBI) for a public issue estimated between ₹5,000 crore and ₹6,000 crore (approximately $600 million). The proposed public offer is expected to comprise both a fresh issue of shares and an offer for sale (OFS) by existing investors, with merchant bankers Axis Capital, Kotak Mahindra Capital, JP Morgan, and Citi managed for the transaction. Market reports indicate an intended listing valuation target in the range of ₹50,000 crore to ₹60,000 crore ($5–6 billion).

Under SEBI's confidential filing route, the initial draft prospectus is reviewed by the regulator without immediate public disclosure of the document. The issuer later updates and publishes an updated DRHP for public comments after SEBI provides its observations. For existing unlisted equity holders, a DRHP filing confirms that the issuer is pursuing a public listing roadmap. However, investors must consider regulatory timing uncertainties, potential adjustments to issue structure, and mandatory lock-in periods applicable to pre-IPO equity post-listing. You can monitor public market timeline developments on our IPO calendar.

Business Profile and Digital Payment Infrastructure

Founded in 2013 and headquartered in Bengaluru, Karnataka, Razorpay Software Limited on BuyUnlistedShares is promoted by Harshil Mathur (Co-Founder & CEO) and Shashank Kumar (Co-Founder & MD). The company operates as a full-stack business payments and fintech platform, serving millions of merchants ranging from small online sellers to large corporate enterprises.

Razorpay's core business revolves around digital payment acceptance and business financial workflows. Its merchant solutions include:

• Payment Gateway & Acceptance: Infrastructure allowing merchants to accept domestic and international payments via credit cards, debit cards, net banking, UPI, digital wallets, EMI, 1-click checkout, payment links, and recurring subscriptions.
• RazorpayX Business Banking: Current accounts, payout automation, vendor payments, payroll management, and corporate credit cards.
• Merchant Capital & Lending: Capital lines and credit solutions tailored for small and medium-sized enterprise partners.
• In-Store & Cross-Border Payments: POS solutions for physical retail alongside international payment processing capabilities.

Financial Performance and Operating Trends

Razorpay reported significant top-line expansion in FY25, driven by increased payment volume and expanding merchant adoption across its payment suite. Consolidated revenue from operations increased 65% year-on-year from ₹2,296 Cr in FY24 to ₹3,783 Cr in FY25. Over a broader horizon, revenue stood at ₹841.20 Cr in FY21, ₹1,481.00 Cr in FY22, and ₹2,279.00 Cr in FY23.

Gross profit crossed ₹1,200 Cr in FY25, reaching ₹1,277 Cr. Consolidated EBITDA loss narrowed from -₹469 Cr in FY24 to -₹267 Cr in FY25 as the company's core payments business achieved positive EBITDA. Consolidated net loss (PAT) was reported at -₹1,206 Cr for FY25 compared to -₹1,141 Cr in FY24 (with a post-ESOP net loss of ₹1,209 Cr), primarily driven by one-time tax outflows and restructuring expenses linked to its corporate redomiciling to India.

Consolidated revenue expanded from ₹2,296 Cr in FY24 to ₹3,783 Cr in FY25, while total PAT net loss widened slightly from ₹1,141 Cr to ₹1,206 Cr.

According to financial metrics reviewed by BuyUnlistedShares — India's premium unlisted shares desk, in the market since 2002, EBITDA losses narrowed significantly from ₹469 Cr in FY24 to ₹267 Cr in FY25. The company's net worth stood at ₹2,388.92 Cr as of FY25, supported by zero long-term borrowings and a book value of ₹18.13 per share.

Corporate Restructuring and Regulatory Approvals

Razorpay has completed key corporate actions necessary to align its capital structure with Indian listing requirements:

• Reverse-Flip to India (May 2025): The company successfully completed its domicile transfer from the United States back to India, merging its US parent entity into the Indian operating entity. This transition involved an estimated $150 million tax outflow and concluded with Razorpay converting into a public limited company.
• RBI Cross-Border Licence (December 2025): The Reserve Bank of India granted Razorpay the Payment Aggregator-Cross Border (PA-CB) authorisation. With this license, Razorpay holds RBI authorisations across online, offline, and cross-border merchant payment processing.

For additional coverage of historical valuation funding rounds and regulatory background, read our full article on Razorpay Share Price: Financial Value and News.

Unlisted Market Share Pricing and Context

As of 04 Oct 2026, Razorpay Software Limited's unlisted shares trade at an indicative price of ₹85.12 per share, representing an unlisted equity market capitalisation of ₹7,473.98 Cr based on 132.29 crore total outstanding shares (1,322,921,104 shares with a face value of ₹10.0 per share). Minimum transaction size is set at 295 shares (lot size), corresponding to a minimum investment threshold of ₹25,110.40.

Between 06 Jul 2026 and 04 Oct 2026, the indicative unlisted share price for Razorpay Software Limited remained unchanged at ₹85.12 per share.

Investors evaluating pre-IPO equities can explore our comprehensive Unlisted shares screener to compare peer financials or consult our guide on How to Choose the Best App to Buy Unlisted Shares in India to understand off-market demat settlement protocols.

For investors seeking information on unlisted equity transactions, pricing trends, and pre-IPO regulatory filings, contact BuyUnlistedShares — India's premium unlisted shares desk, in the market since 2002 by visiting our enquiry form.

Frequently Asked Questions

What does Razorpay Software Limited do?

Razorpay Software Limited is an Indian fintech firm providing payment acceptance and business finance software. Its platform enables businesses to collect payments via UPI, credit/debit cards, net banking, and wallets, while providing current accounts, payouts, payroll, and merchant capital solutions.

Is Razorpay listed on the stock exchange, and how can someone buy its unlisted shares?

As of October 2026, Razorpay Software Limited is not listed on the NSE or BSE. It remains an unlisted company that has filed a confidential draft prospectus with SEBI. Transactions occur off-exchange in the unlisted market and settle directly into buyers' demat accounts.

What determines Razorpay's indicative unlisted share price?

Razorpay's unlisted share price is determined by negotiated over-the-counter supply and demand between private buyers and sellers. It is influenced by reported financial performance, public issue progress, sector sentiment, and funding valuation benchmarks.

What are the key fundamentals of Razorpay Software Limited?

Incorporated in 2013 and based in Bengaluru (CIN: U72200KA2013PLC097389), Razorpay has 132.29 crore outstanding shares with a face value of ₹10 per share. In FY25, it reported consolidated revenues of ₹3,783 Cr, zero debt, and a net worth of ₹2,388.92 Cr.

Is investing in Razorpay unlisted shares suitable for retail investors?

The desk does not make investment recommendations or issue suitability calls. Unlisted equities carry liquidity risks, pricing variance, and post-IPO regulatory lock-in constraints. Investors should review official offering documents and consult qualified advisors to make independent financial decisions.

Information only, not investment advice. Unlisted and pre-IPO securities carry liquidity, valuation and listing-timing risk; read the offer document and consult a SEBI-registered investment adviser for advice specific to your situation.