SEBI Approves Phonepe IPO: Know The Details, Financials Etc

India’s largest digital payments platform PhonePe has received the green signal from SEBI for its much-awaited IPO. The Phonpe IPO is launching IPO, expected around April 2026, is shaping up to be one of the biggest fintech public offerings India has seen. SEBI cleared PhonePe’s confidential Draft Red Herring Prospectus (DRHP) on January 20, allowing the company to proceed with filing its Updated DRHP (UDRHP), followed by the Red Herring Prospectus (RHP) with the Registrar of Companies ahead of the IPO launch. The confidential DRHP was originally filed in September 2025.

With a strong market share, improving profitability and a clear diversification strategy beyond payments, PhonePe’s IPO is being closely watched by investors and the broader market.

Phonepe IPO Details. 

Importantly, Phonepe IPO is expected to be an Offer For Sale (OFS). This means existing shareholders will sell a portion of their stake, and no fresh capital will come into the company through this issue.

Phonpe IPO date: The Phonepe IPO date is expected to be around April 2026.

Phonepe DRHP: The company will soon file its updated Draft Red Herring Prospectus (UDRHP), which will contain detailed financials, risks and offer structure.

Phonepe IPO  Lot SIZE: The Phonepe IPO size is expected to raise around Rs.12,000 crore (about $1.5 billion) and could value PhonePe in the range of $14.5 billion to $15 billion.

Phonepe IPO investment banks: The Phonepe IPO will be managed by a strong lineup of investment banks, with Kotak Mahindra Capital, JP Morgan India, Citigroup Global Markets India, Morgan Stanley India, Axis Capital, Goldman Sachs (India) Securities, Jefferies India and JM Financial acting as merchant bankers for the issue.

What Is This IPO Actually About?

Many new startups come up with IPOs to raise money for growth, but PhonePe’s IPO is largely about:

• Giving partial exits to early and large investors

• Establishing a market valuation benchmark for India’s fintech sector

• Bringing a mature digital payments business into public markets

The OFS size is expected to be around Rs.1,200 crore, while the valuation being discussed is close to $15 billion (around Rs.1.33 lakh crore)

Phonpe IPO Financials

If we first look at the Phonepe financials, Phonepe has improved year on year with 40% revenue growth and a new loss decline to 13% in FY25.

1)Revenue

PhonePe is clearly growing fast. Its revenue jumped from Rs. 5,064 cr in FY24 to Rs. 7,115 crore in FY25, showing how deeply the app is now used in everyday payments. While UPI transactions still bring in most of the money, newer businesses like insurance, lending and stock broking are finally starting to contribute, making the income mix more balanced.

2)Expenses

Costs went up in FY25 from Rs. 7,754 crore to Rs.9,394 crore, mainly because of employee expenses, especially ESOPs and the sheer cost of processing billions of transactions. The positive sign is that spending on advertising and promotions actually came down, suggesting the company is becoming more careful about where it spends.

3)EBITDA

EBITDA (excluding ESOP costs) rose to Rs.1,477 crore in FY25, showing that the core business is now solidly profitable at the operating level. At the same time, reported EBITDA losses narrowed significantly compared to earlier years. 

As revenues jumped to Rs.7,115 crore, they grew much faster than fixed costs like technology and staff, steadily closing the gap.

Simply, PhonePe is now earning more from each additional transaction, signalling much better day-to-day efficiency.

4) PAT

PhonePe is still in the red on paper, reporting a loss of Rs.1,727 crore in FY25, but the loss is smaller than last year. More importantly, if you strip out ESOP expenses, the company would have actually made a profit of about Rs.630 crore. That tells us the core business is much closer to being sustainably profitable.

Phonepe IPO Valuation

From a valuation perspective, PhonePe was last valued at around $12 billion in private markets. The jump to a $15 billion listing valuation is backed by a few key factors:

• Strong dominance in UPI payments

• Rapid revenue growth

• Improving profitability metrics

• Expansion beyond payments into financial services

Investors selling in the IPO: Walmart to cut 9% stake; Microsoft, Tiger Global seek exit

Phonepe IPO will be entirely an offer for sale (OFS), with 5.06 crore equity shares being sold by existing shareholders, as outlined in the UDRHP filed on January 21. Since there is no fresh issue component, all proceeds from the IPO will go directly to the selling shareholders and not to PhonePe itself.

Promoter WM Digital Commerce Holdings, owned by Walmart International Holdings Inc, currently holds a 71.77% stake in PhonePe and plans to sell 4.59 crore shares, which represents about 9.06% of the company’s paid-up equity.

The remaining 47.17 lakh shares in the OFS will be sold by Tiger Global PIP 9-1 and Microsoft Global Finance Unlimited Company, an Irish subsidiary of Microsoft, both of which will exit the company through the IPO.

Among the continuing shareholders, General Atlantic Singapore PPIL remains the largest public investor with an 8.98% stake, followed by Headstand, which holds 5.73% in the company

Peer Comparison (Phonpe vs Google Pay vs Paytm)

PhonePe continues to lead India’s UPI ecosystem by a wide margin. In December, the platform processed 9.8 billion transactions, giving it a 45% share by volume and nearly 49% by value, according to NPCI data. 

This puts it well ahead of Google Pay, which ranked second with 7.5 billion transactions and a 34–35% market share and Paytm, which remained third with 1.65 billion transactions, accounting for less than 8% of total volumes.

The gap becomes even clearer beyond the top three. Apps like Navi (678 million transactions) and Super Money (287 million) operate at a much smaller scale, while the government-backed BHIM processed 158 million transactions, slightly ahead of CRED, which slipped to eighth place despite handling higher transaction values. 

The delay in implementing UPI market share caps has helped PhonePe retain this lead, allowing it to scale faster than its peers as digital payments continue to surge across cities and smaller towns.

Is It Good To Invest In Phonepe IPO?

As discussed earlier, the company has around 45% market share. Also, the company has steadily expanded into insurance, loan distribution, wealth management and stock broking, while also building merchant services and consumer tech platforms like Pincode and Indus Appstore.

These newer businesses are beginning to add meaningful revenue, helping PhonePe reduce its dependence on low-margin payments and creating a more diversified, sustainable business model.

What should investors look at before applying?

For retail investors, a few things matter, such as :

1. OFS structure
   Since this is an OFS, the company isn’t raising fresh money. Growth will continue through internal cash flows.

2. Profitability trend
   PhonePe is improving margins and cash flows, which is crucial for long term valuation support.

3. Regulatory risks
   UPI is a regulated ecosystem. Any future market share caps or pricing rules can impact growth.

4. Competition
   Google Pay remains a strong rival. Paytm, though weaker now, is still part of the ecosystem.

5. Valuation comfort
   At $15 billion, expectations are high. Long-term investors should assess whether growth beyond payments can justify this valuation.

Frequently Asked Questions

1.Is phonpe profitable?

Phonpe revenue in FY25 was Rs.7,115 crore with a market share of around 45% with diversified businesses into insurance, loan distribution, wealth management and stock broking.

2.Is phonpe launching ipo?

Phonpe IPO launching is expected in April 2026

3.Is phonpe listed on the stock market?

Phonepe is not listed in the stock market, however its currently traded in the unlisted share market as phonepe unlisted shares. Listing expected to be around April 2026. As it got approval from SEBI.

4.Is PhonePe better than Google Pay?

Phonepe continues to dominate the market with a market share of around 45%, whereas Google pay is having market share of around 34-35%, according to NPCI data.

5.Can I buy PhonePe shares?

Yes, you can buy Phonepe shares through Pre IPO marketplace, such as stockify