PhonePe files updated DRHP; Walmart to sell 9% stake via OFS

Digital payments and fintech platform PhonePe has filed its updated Draft Red Herring Prospectus (UDRHP) with the Securities and Exchange Board of India (SEBI). 

This development follows SEBI’s recent regulatory approval for the company’s IPO plan, setting the stage for one of India’s most anticipated fintech market debuts.

The IPO will be structured entirely as an Offer for Sale (OFS), with no fresh shares being issued by PhonePe itself, which means the company will not receive direct proceeds from the public issue. Instead, existing shareholders will sell their stakes, which will unlock liquidity for early backers.

Under the updated DRHP dated 21 January 2026, the offer comprises up to 5.06 crore equity shares. Walmart’s unit WM Digital Commerce Holdings plans to sell about 4.59 crore shares, or roughly 9.06 % of its equity, while Tiger Global and Microsoft are selling their entire holdings through smaller tranches.

The IPO size is expected to be around Rs 12,000 crore ($1.5 billion), potentially valuing PhonePe around $14.5 billion–$15 billion.

According to the UDRHP, Walmart’s unit WM Digital Commerce holds 71.77% of the company, while General Atlantic, Headstand Pte. Ltd own 8.89% and 5.73% respectively. Its co-founders Sameer Nigam and Rahul Chari command 2.55% each in the company.

In the financial year ended March 2025 (FY25), the company reported a 40 % year-on-year rise in operating revenue to about Rs 7,115 crore, compared with Rs 5,064 crore in FY24, while its net losses have been reduced to Rs 1,727 crore in FY25, down from Rs 1,996 crore a year earlier.

During the first of the ongoing fiscal year (H1FY26), it reported a revenue of Rs 3,918 crore with a loss of Rs 1,442 crore.

PhonePe’s revenue mix remains heavily dominated by its core payments business, which accounted for the majority of its top line, but adjacent financial services such as lending, insurance distribution, and stockbroking are growing fast, signaling diversification beyond pure UPI transactions.

PhonePe has continued to strengthen its dominance in the UPI ecosystem. In December, the company processed 9.8 billion customer-initiated transactions worth Rs 13.61 lakh crore, as per NPCI data.