The market regulator has cleared the path for PhonePe to launch a 12,000 crore rupee public issue
The Securities and Exchange Board of India has granted formal approval to PhonePe for its highly anticipated initial public offering. The Walmart-backed digital payments giant is now set to file its updated draft papers, aiming for a listing on the Indian bourses by April 2026. This regulatory clearance follows a confidential filing process initiated late last year, signalling that the company has met the stringent disclosure and governance standards required by the market watchdog.
The PhonePe IPO is structured as a pure offer-for-sale, meaning the company will not raise any fresh primary capital through this issuance. Instead, existing shareholders, including Walmart, Microsoft, and Tiger Global, will pare their stakes to provide liquidity to the public market. With an estimated issue size of 12,000 crore rupees, this listing is poised to become the second-largest technology debut in Indian market history, trailing only the 2021 debut of its rival, Paytm.
Financial maturity meets market dominance
The timing of the PhonePe IPO is supported by a significant turnaround in the company’s financial health. For the financial year 2024-25, the firm reported operating revenue of 7,115 crore rupees, representing a robust 40 per cent year-on-year growth. More importantly, the company turned free cash flow positive and saw its adjusted profit after tax more than triple to 630 crore rupees. This transition from a high-burn startup to a profitable entity is a critical factor in securing investor confidence.
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On the operational front, PhonePe continues to command nearly 48 per cent of the market share in the Unified Payments Interface ecosystem. In December 2025 alone, the platform processed a record 9.8 billion transactions. This scale provides a massive user base for its newer, higher-margin verticals such as insurance, wealth management, and stockbroking. The upcoming public issue will allow investors to put a concrete valuation on this diversified financial services model.
Strategic redomicile and regulatory alignment
The journey to the PhonePe IPO involved a complex and expensive legal restructuring. In 2022, the company shifted its domicile from Singapore to India, a move that necessitated a tax payment of nearly 8,000 crore rupees. This strategic decision was made specifically to align with Indian regulatory preferences for local listings. By bringing its headquarters home, the company demonstrated a long-term commitment to the domestic market and simplified the path to SEBI clearance.
The confidential pre-filing route enabled the company to refine its financial disclosures out of the public eye during a period of global market volatility. Now that the approval is in hand, the company will release its detailed financial statements and risk factors to the public. This transparency will be vital as the firm navigates a primary market that has become increasingly discerning about the valuations of “new-age” technology firms.
Setting a benchmark for the fintech sector
The successful execution of the PhonePe IPO will serve as a vital health check for the broader Indian startup ecosystem. After several years of cooling valuations and a “funding winter,” the entry of a profitable, large-scale fintech leader into the public market provides a new template for success. Peers like Zepto and Oyo are reportedly watching the proceedings closely as they prepare their own exits.
Industry observers believe that this listing will establish a permanent valuation benchmark for the digital payments sector. Unlike earlier tech IPOs that relied heavily on future promises, this offer is being marketed on the strength of current cash flows and market leadership. The outcome will likely influence how international venture capital firms view the exit potential of their Indian portfolios over the next decade.
The Hinge Point
The SEBI approval for the PhonePe IPO marks the moment when the “growth at all costs” era of Indian fintech officially gives way to the era of “profitable scale.” This is the hinge point because it marks the first time a dominant UPI-led platform has entered the public market with a proven, cash-flow-positive business model. The story changes here because the market is moving away from speculative betting on transaction volumes and is now focused on the actual monetisation of those transactions through diversified financial products.
This shift means that the “Paytm shadow”—the long-standing investor scepticism regarding the profitability of payments apps—is finally being lifted. What can no longer remain the same is the perception of fintech as a loss-making utility. By choosing a pure secondary sale for such a massive issue, PhonePe is signalling that it no longer needs public money to survive, but rather to establish its status as a mature national institution. This listing will fundamentally redefine the Indian stock market as a viable destination for global technology giants, proving that the local exchange can handle multi-billion-dollar exits for the world’s largest companies.