IPO · Financial Services

PhonePe files DRHP for INR 12,000 Cr offer for sale IPO

By Startup Enthusiast · 20 January 2026

What they do

PhonePe operates India's largest UPI payments platform with over 43 crore users and significant merchant coverage

The company filed its draft prospectus for an Offer for Sale (OFS) where existing shareholders sell shares without raising new capital for the firm

Walmart is divesting a large stake while Tiger Global and Microsoft are exiting completely in this secondary sale event

PhonePe received SEBI approval to proceed with its Initial Public Offering (IPO) in January 2026.
The company filed its Updated Draft Red Herring Prospectus (UDRHP) on January 21, 2026, outlining the offering details.
This IPO is structured as an Offer for Sale (OFS), meaning no new money will be raised by PhonePe itself.
The total size of the offer involves up to 5.06 crore equity shares being sold by existing investors.
Walmart is selling 4.59 crore shares, reducing its massive holding in the digital commerce entity.
Investors Tiger Global and Microsoft are conducting a full exit by selling their entire stakes in the company.
The estimated value of these shares being sold is approximately INR 12,000 crore ($1.32-1.35 billion).
The target valuation for PhonePe during this listing process is set between $14.5 billion and $15 billion.

This marks a major milestone for Walmart as it begins to monetize its significant investment in Indian fintech.
The full exits by Tiger Global and Microsoft signal a shift in investor sentiment or fund lifecycle management.
PhonePe is navigating the competitive landscape alongside other recent new-age IPOs like Paytm and PB Fintech.
The company has shifted its domicile from Singapore to India in 2022 to align with local regulatory frameworks.

PhonePe dominates the Unified Payments Interface (UPI) market with approximately 46% market share.
The platform serves over 43.5 crore registered users across the country for digital transactions.
It supports more than 4 crore offline merchants and boasts 99% pin code coverage nationwide.
PhonePe processes over 45% of all transactions on the Bharat Bill Payment System (BBPS).
In December 2025 alone, the platform recorded 9.8 billion customer-initiated transactions according to NPCI data.
Beyond payments, services include insurance, lending, stock broking, mutual funds, and the Indus Appstore.
The company pivoted its ONDC local commerce strategy to focus primarily on B2B merchant services in April 2023.
Headquartered in Bengaluru, PhonePe was originally founded in 2012 and acquired by Flipkart in 2015.
It became a separate entity in 2022 and converted to a public limited company in April 2025.

PhonePe aims to list under SEBI Regulation 6(2) specifically designed for tech-driven companies.
The company initiated an ESOP buyback worth INR 700-800 Cr prior to the DRHP filing.

Walmart (seller) — Promoter holding 71.77% stake pre-IPO via Flipkart acquisition.
General Atlantic Singapore (existing) — Holds 8.98% stake in the company.
Headstand Pte Ltd (existing) — Holds 5.73% stake in the company.
3State Ventures (existing) — Holds 1.03% stake in the company.
Tiger Global (seller) — Held 0.20% stake and is divesting fully.
Microsoft (seller) — Held 0.71% stake and is divesting fully.