PhonePe has filed its updated Draft Red Herring Prospectus (UDRHP) with the Securities and Exchange Board of India, marking a key step towards one of India’s most closely watched fintech public listings.
The filing comes after Securities and Exchange Board of India granted regulatory clearance for the company’s IPO plans earlier this month.
IPO Structure: Entirely Offer for Sale
As per the updated DRHP dated January 21, 2026, PhonePe’s proposed IPO will be structured entirely as an Offer for Sale (OFS), with no fresh issue of shares. As a result, the company will not receive any proceeds from the public offering.
Instead, the IPO will provide liquidity to existing shareholders.
The offer will comprise up to 5.06 crore equity shares, with the bulk of the sale coming from PhonePe’s majority shareholder, Walmart.
Walmart to Sell Around 9% Stake
Walmart’s unit, WM Digital Commerce Holdings, plans to sell around 4.59 crore shares, representing approximately 9.06% of its equity stake in PhonePe.
In addition, Tiger Global and Microsoft are set to exit the company entirely through smaller OFS tranches, according to the prospectus.
Post IPO, Walmart will continue to remain the largest shareholder in the fintech platform.
Valuation and Issue Size
The IPO is expected to raise around Rs 12,000 crore (approximately $1.5 billion), potentially valuing PhonePe in the range of $14.5–15 billion.
If successful, it would rank among the largest fintech listings in the Indian capital markets.
Shareholding Snapshot
According to the UDRHP:
- WM Digital Commerce Holdings holds 71.77%
- General Atlantic owns 8.89%
- Headstand Pte. Ltd holds 5.73%
- Co-founders Sameer Nigam and Rahul Chari each own 2.55%
Financial Performance
In FY25, PhonePe reported a 40% year-on-year increase in operating revenue to Rs 7,115 crore, compared to Rs 5,064 crore in FY24.
Net losses narrowed to Rs 1,727 crore in FY25 from Rs 1,996 crore a year earlier, reflecting improving operating leverage.
For the first half of FY26 (H1FY26), the company posted Rs 3,918 crore in revenue, while losses stood at Rs 1,442 crore.
Business Mix and Growth Levers
PhonePe’s revenue continues to be dominated by its core digital payments business. However, adjacent financial services verticals including lending, insurance distribution, and stockbroking are growing rapidly, signalling a gradual diversification beyond pure UPI-led transactions.
UPI Market Leadership Intact
PhonePe remains the clear leader in India’s UPI ecosystem. In December, the platform processed 9.8 billion customer initiated transactions worth Rs 13.61 lakh crore, according to data from the National Payments Corporation of India.
This scale and dominance are expected to remain central to the company’s public market narrative.
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