Phonepe gets SEBI nod for ₹12,000 crore IPO, set to be India’s second biggest digital payments listing

Phonepe gets SEBI nod for ₹12,000 crore IPO, set to be India’s second biggest digital payments listing

Winning Bizness Desk

Mumbai.India’s largest digital payments and UPI platform PhonePe has received regulatory approval from market regulator SEBI to launch its long-awaited initial public offering. With the clearance in place, the company is expected to soon file its updated draft red herring prospectus, marking a crucial step towards listing on Indian stock exchanges. The proposed IPO is estimated at around ₹12,000 crore, or roughly $1.35 billion, and could value the company at nearly $15 billion. Once it hits the market, PhonePe’s issue will become the second-largest IPO by a digital payments firm in India, after Paytm’s ₹18,000 crore listing in 2021.

IPO size, valuation and offer structure details

The entire issue will be structured as an offer for sale, meaning PhonePe will not issue fresh shares. Instead, existing investors will dilute part of their holdings to raise capital from the public markets. The IPO size of ₹12,000 crore indicates a significant partial exit for early backers while keeping control largely intact with the promoter group.

Key financial and structural highlights include:

  • Estimated IPO size of about ₹12,000 crore
  • Implied valuation close to $15 billion
  • Issue entirely through offer for sale route
  • No fresh capital infusion into the company

This structure underlines the confidence of current investors in the company’s long-term prospects, while also opening up ownership to retail and institutional investors.

Major investors likely to pare stakes

Some of PhonePe’s biggest global investors are expected to sell a portion of their holdings through the IPO. Walmart, which currently holds over 73 percent stake in the company, may offload a part of its shares, along with other backers such as Tiger Global and Microsoft. Collectively, these investors could sell up to 10 percent equity through the public issue. To manage the offering, PhonePe has appointed leading investment banks including Kotak Mahindra Capital, Citi, Morgan Stanley and JP Morgan as advisors, reflecting the scale and importance of the listing.

Dominance in UPI and digital payments space

PhonePe’s strongest advantage remains its commanding position in India’s UPI ecosystem. The platform accounts for around 45 percent of total digital payment transactions in the country, making it the undisputed market leader. Its closest rival, Google Pay, holds about 35 percent share, while others trail far behind.

Operational scale at a glance:

  • Around 1,000 crore transactions processed every month
  • Monthly transaction value exceeding ₹12 lakh crore
  • Over 53 crore registered users across India

This massive scale has helped PhonePe build strong brand recall and deep penetration across urban and rural markets.

Shift to public company and listing readiness

In preparation for the IPO, PhonePe converted itself from a private to a public company on April 16, a mandatory legal step for stock market listing in India. The company formally initiated IPO planning in February this year. Earlier, in December 2022, PhonePe shifted its headquarters from Singapore to India, aligning its corporate structure with domestic regulatory requirements. It also reorganised its non-payment businesses into separate subsidiaries to ensure clearer financial reporting.

What lies ahead for Phonepe post listing

As PhonePe moves closer to its market debut, investor focus will remain on its revenue diversification beyond payments and its path to sustained profitability. At the fag end of the IPO journey, key points to watch include:

  • Final IPO timing and market conditions
  • Exact stake dilution by major investors
  • Valuation benchmarks compared to peers
  • Regulatory and compliance milestones before listing

If successful, PhonePe’s IPO could redefine investor sentiment around India’s digital payments sector and set the tone for future fintech listings.