PhonePe IPO Gets SEBI Nod: All You Need to Know About India’s Biggest Fintech Listing

PhonePe, India’s leading digital payments platform backed by retail giant Walmart, has received regulatory approval from the Securities and Exchange Board of India (SEBI) to proceed with its much-anticipated initial public offering (IPO) — marking one of the most significant developments in the Indian fintech landscape in 2026.

The SEBI clearance comes after PhonePe filed its IPO documents through the confidential pre-filing route in September 2025. With the nod now in hand, the Bengaluru-based company is expected to soon publish its Updated Draft Red Herring Prospectus (UDRHP) and move forward with its IPO filing process.

What SEBI Approval Means

Regulatory approval from SEBI is a foundational requirement for any company planning to enter India’s public markets. This clearance indicates that PhonePe’s IPO documentation has met the regulator’s compliance standards — paving the way for the fintech company to formally launch its offer and begin marketing the shares to investors.

Unlike traditional IPOs where companies issue fresh equity to raise new capital, PhonePe’s public listing is expected to be structured primarily as an Offer for Sale (OFS) — where existing shareholders sell their stake in the company.

IPO Size and Structure

According to multiple reports, PhonePe is likely to aim for a valuation of around $15 billion (approximately ₹12,000 crore) and raise funds through an Offer for Sale, making it one of India’s largest fintech public listings to date.

In this OFS, major stakeholders — including Walmart, Microsoft and Tiger Global — are expected to partially dilute their holdings by selling a portion of shares to public investors. While numbers are still subject to final confirmation, the collective sell-down is likely to comprise around 10% of the company’s total equity.

Since this IPO is expected to be primarily an OFS, the company itself will not raise fresh capital from the listing. Instead, the funds will go to selling shareholders looking to partially monetize their holdings.

PhonePe: From Startup to Fintech Powerhouse

PhonePe was founded in December 2015 by Sameer Nigam (CEO), Rahul Chari (CTO) and Burzin Engineer (Chief Reliability Officer) with the mission of simplifying digital payments across India. Over the years, the platform has expanded rapidly thanks to its intuitive user experience and early adoption of India’s Unified Payments Interface (UPI) framework.

The company was initially part of the Flipkart ecosystem, but following Walmart’s acquisition of Flipkart in 2018, PhonePe was separated into an independent entity in 2022 — although Walmart remains its largest shareholder.

PhonePe’s growth trajectory has been remarkable:

• It controls nearly 45% of the UPI payments market by transaction volume.
  
• The platform processes billions of transactions monthly, serving over 600 million registered users nationwide.
  
• It operates across an extensive merchant network and has onboarded close to 50 million merchants.
  

In addition to core UPI transactions, PhonePe has diversified into financial services, including mutual funds, insurance, lending and local commerce offerings. This expansion reflects PhonePe’s ambition to build a financial ecosystem beyond payments alone.

Financial Performance Ahead of IPO

PhonePe has demonstrated improving financial health in recent years. According to company filings and industry reports:

• Revenue surged by approximately 40% year-on-year to ₹7,115 crore for the fiscal year ended March 2025.
  
• Net losses narrowed, showing enhanced operating leverage and progress toward profitability.
  
• On an adjusted basis (excluding ESOP costs), PhonePe reported a profit of ₹630 crore, highlighting improved unit economics.
  

These financial trends have bolstered investor confidence and contributed to positive market sentiment around the IPO. Analysts believe that PhonePe’s improved performance and dominant market position make it a compelling candidate for public market investors.

Significance for Indian Markets

PhonePe’s IPO is widely considered a bellwether event for India’s fintech industry. If successful, it will set a benchmark for other venture-backed startups and validate India’s rapidly evolving digital economy.

This year, multiple Indian tech companies have either filed or are preparing IPOs. PhonePe’s listing — especially given its scale and broad retail user base — could pave the way for more fintech and consumer internet firms to test public markets.

Investors, analysts and market watchers will be closely monitoring subscription levels, price discovery and aftermarket performance when the IPO opens, as these indicators will provide insights into investor appetite for Indian technology stocks.

What’s Next? Timeline and Expectations

With SEBI’s regulatory green light now secured, PhonePe is expected to file its updated DRHP shortly and officially launch the IPO roadshow. Market observers anticipate the IPO to take place by April 2026, though specific dates will be announced once the company finalises the offer price and issue schedule.

As India’s fintech story continues to unfold, PhonePe’s IPO represents a defining moment — one that underscores the sector’s maturity, investor confidence, and the growing role of digital financial platforms in shaping India’s economic future.

FAQs