IPO-bound PhonePe is set to see significant stake reshuffling as part of its upcoming public issue, with Walmart planning a partial sell-down and early backers Microsoft and Tiger Global exiting fully.
Offer for Sale Structure Detailed
The Bengaluru-based digital payments company plans to offer 5.07 crore equity shares, entirely through an offer for sale by existing shareholders. No fresh capital will be raised through the IPO, as outlined in the updated draft prospectus.The share sale could raise up to USD 1.5 billion, valuing PhonePe at around USD 15 billion. The issue is positioned to be the largest public offering since Tata Capital’s USD 1.7 billion IPO in October.
Walmart to Remain Majority Shareholder
Walmart, which currently holds 71.77 percent in PhonePe through WM Digital Commerce Holdings, plans to offload up to 4.59 crore shares, representing roughly 9 percent of the company. Post-IPO, Walmart will continue to remain the largest shareholder.Early Backers Plan Complete Exit
Tiger Global, which invested in PhonePe in 2021 following the carve-out of the payments business from Flipkart India, will sell 10.39 lakh shares. Microsoft Global Finance is set to offload 36.78 lakh shares, fully exiting its investment.The total shares proposed to be sold through the offer for sale are valued at approximately ₹10,115.87 crore, based on the weighted average cost of acquisition per equity share.
Business Scale and Financial Performance
PhonePe competes with Google Pay and Paytm in India’s fast-growing digital payments space. The platform has 65.76 crore registered users and facilitates payments for more than 4.7 crore merchants.For the six months ended September 30, 2025, the company reported a loss of ₹1,444 crore on revenue of ₹3,919 crore. In FY25, PhonePe posted revenue of ₹7,115 crore, marking a 40 percent year-on-year growth. The company also turned free cash flow positive, reporting operating cash flow of ₹1,202 crore, while adjusted profit after tax excluding ESOP costs more than tripled to ₹630 crore.
Market Leadership in Digital Payments
PhonePe commands over 45 percent market share in UPI transactions. In December 2025 alone, the platform processed 9.8 billion transactions, as per data from NPCI.IPO Timeline and Lead Managers
The company is targeting a public listing by mid-2026. The issue is being managed by a consortium of investment banks, including Kotak Mahindra Capital, Goldman Sachs, Axis Bank, JPMorgan Chase, Citi, JM Financial Services, Morgan Stanley, and Jefferies Financial Group.Founded in 2016, PhonePe has raised around ₹18,000 crore to date. Its proposed public listing is expected to be a landmark event for India’s digital payments and fintech ecosystem.
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