PhonePe Rings the Bell: Walmart-backed Fintech Files for ₹12,000 Crore IPO

Walmart-owned PhonePe files for a mega IPO of around ₹12,000 crore via confidential route

PhonePe, the Walmart-backed digital payments and fintech platform, has taken the first formal step toward a public listing by confidentially filing its draft papers with India’s market regulator and exchanges, signalling one of the largest IPOs in the country in recent years.

Reports say the company is aiming to raise roughly ₹11,000–₹12,000 crore (about $1.35–1.5 billion) in what appears to be a mostly offer-for-sale (OFS) transaction by existing shareholders.

Why the confidential filing matters.

PhonePe’s move came via the confidential pre-filing route with the Securities and Exchange Board of India (SEBI) — a pathway increasingly used by large private firms to submit their draft red herring prospectus (DRHP) privately before making details public. The confidential route gives companies flexibility to refine pricing, structure and timing without the immediate market scrutiny that accompanies a public filing, while still signalling intent to investors and competitors. The filings were reported on September 24, 2025.

Size and structure: mostly an OFS

Multiple media reports indicate PhonePe is targeting a raise of about ₹12,000 crore (roughly $1.35–1.5 billion). Sources close to the matter say the offering is likely to be a pure OFS, meaning existing shareholders will sell shares rather than the company issuing fresh equity. That structure allows early investors and promoters to monetize part of their holdings while the company’s overall equity base remains largely intact.

Who might sell:

Reports name several big names that could participate in the OFS: Walmart (the principal promoter), along with global investors such as Microsoft and Tiger Global, among others. Market commentary suggests the offering may involve a modest dilution — some reports have indicated combined dilution in the region of about 8–12% depending on final sizing and participation. An OFS featuring such marquee shareholders would be closely watched by institutional and retail investors alike.

Financials and path to profitability:

PhonePe has been improving its financial performance as it scales beyond payments into financial services and commerce. For the fiscal year ending 2025, the company reported significantly higher revenues and a narrower consolidated net loss compared with prior years, and it also turned free-cash-flow positive in the most recent financial year — points that strengthen the IPO story. Those improvements will be central to investor due diligence as PhonePe transitions from a high-growth private fintech to a listed firm.

Timing and listing plans:

While the confidential filing is the opening formal step, the actual public listing will depend on regulatory review, market conditions and pricing decisions. Some reports say PhonePe is aiming for a listing by mid-2026, though that timeline could shift depending on market sentiment and SEBI’s review process. The confidential filing allows the company to test the waters and choose an optimal window to hit public markets.

Why this IPO matters for India’s fintech landscape:

PhonePe is one of India’s most widely used payments apps, with a large user base across UPI payments, mutual funds, insurance distribution, and merchant services. A successful IPO would not only be a liquidity event for large strategic and financial investors but also a benchmark for valuations in the domestic fintech space. It could influence fundraising, exit expectations, and public-market appetite for other high-profile Indian fintechs. The scale of the proposed raise would make PhonePe’s debut one of the largest consumer-tech listings in India in recent years.

Risks investors will focus on

Despite improved metrics, PhonePe faces familiar fintech headwinds: regulatory oversight (both payments and securities), competition from other large digital players, margin pressures as it expands into credit and financial products, and the execution risk of moving from rapid private growth to the disclosures and quarterly cadence required of listed companies. Given the OFS structure, investors will also scrutinize how much selling pressure comes from major shareholders and whether insiders remain sufficiently invested.

What to watch next:

Key milestones to follow in the coming weeks and months include:

Whether PhonePe makes its DRHP public (including detailed financials and offering structure) and the final IPO size.

The names and proportion of shares being sold by each investor in the OFS.

SEBI’s timeline for review and any regulatory conditions.

Market reception and price discovery when the IPO opens for subscription.

PhonePe’s confidential filing for an estimated ₹12,000 crore IPO is a major development for India’s capital markets and the domestic fintech ecosystem. The confidential route allows the company to prepare a finely tuned public debut while preserving strategic flexibility. For investors and market watchers, the coming DRHP and the final offer structure will be decisive in assessing whether PhonePe can translate its private-market momentum into a successful public listing