India’s PhonePe files updated DRHP with SEBI for IPO; Microsoft and Tiger Global to fully exit

India's UPI payments giant PhonePe has filed its updated draft red herring prospectus (UDRHP) with the Securities and Exchange Board of India (SEBI), formally advancing preparations for one of India’s most closely watched fintech public listings.

The proposed IPO will be structured entirely as an offer for sale (OFS), with no fresh issue of shares. As a result, PhonePe will not receive any proceeds from the issue. Instead, existing shareholders will pare their holdings to provide liquidity.

According to the UDRHP dated January 21, 2026, the offer will comprise up to 5.06 crore equity shares. Promoter Walmart’s subsidiary, WM Digital Commerce Holdings, plans to sell 4.59 crore shares through the OFS. Tiger Global and Microsoft will offload 10.39 lakh and 36.78 lakh shares, respectively. WM Digital Commerce currently holds a 71.77% stake in PhonePe, while Tiger Global and Microsoft own 0.20% and 0.71%, respectively.

Among other shareholders, General Atlantic Singapore holds an 8.98% stake, Headstand Pte Ltd owns 5.73%, and 3State Ventures holds 1.03% of the company. Co-founders Sameer Nigam and Rahul Chari each hold a 2.55% stake.

The updated filing comes a day after PhonePe received SEBI’s approval for its public listing. The company had pre-filed its draft red herring prospectus in September last year. Market estimates suggest the IPO could be sized at around Rs 12,000 crore, valuing the company in the range of $14.5 billion to $15 billion, though the final size and valuation will be determined closer to launch.

Founded in 2012 as a digital payments platform, PhonePe was acquired by Flipkart in 2015. As part of its IPO readiness, the Bengaluru-based company shifted its domicile from Singapore to India in 2022 and completed its separation from Flipkart in the same year. It converted into a public limited company in April last year, a key procedural step ahead of listing. Since inception, PhonePe has raised nearly $2.3 billion in funding.

While PhonePe began as a UPI-focused payments startup and grew to become the country’s largest UPI player, it has steadily expanded into a full-stack fintech platform. Its offerings now span consumer and merchant payments, insurance distribution, lending, stock broking and mutual fund distribution through Share.Market, as well as the Android app marketplace Indus Appstore.

Financially, the company continues to balance growth with losses. In the first half of FY26, PhonePe’s net loss widened 20% to Rs 1,444.4 crore, from Rs 1,203.2 crore in H1 FY25, even as operating revenue rose 22.2% to Rs 3,918.5 crore from Rs 3,207.5 crore a year earlier. For the full year FY25, operating revenue increased 40.5% year-on-year to Rs 7,114.8 crore, while net losses narrowed 13.5% to Rs 1,727.4 crore, compared with Rs 1,996.2 crore in FY24.