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- Price band
- —
- Issue size
- ₹12,000 Cr
- Lot size
- —
- Bidding
- —
- Grey market
- —
Face value ₹1.00
0% fresh capital
Listing date to be set
No quote recorded
The question this issue poses
In one sentence
PhonePe comes to market as the largest payments platform in India and as a company that has never reported a profit — and because the issue is 100% an offer for sale, not one rupee of the roughly ₹12,000 Cr reaches the business. The question the market will be asked is what the biggest UPI franchise in the country is worth when UPI itself is, by policy, mostly free to use.
IPOVista score
How this issue scores, and why
Every pillar opens to show the raw metric, the curve it was mapped through, the sub-score and its weight. Disagree with the weighting if you like — the arithmetic is all here.
29Fragile
IPOVista score 29 out of 100, graded Fragile.IPOVista score
Scaling fast, not yet earning
37% of the scoring model was backed by disclosed data for PhonePe, giving low confidence. Weights for anything missing were redistributed rather than scored as zero.
PillarScoreWeight
Below the line: market sentiment. Capped at 8 of 100 points so a hot grey market can tilt a score but never carry one.
Read this before the number
Loss-making in the latest full year
The company reported a net loss of ₹2792.0 Cr in FY26. P/E is undefined, so valuation is scored on sales instead of earnings.
Entirely an offer for sale
None of the money raised reaches the company. Existing shareholders are selling down; the balance sheet is unchanged by the listing.
The IPOVista Score is a transparent summary of disclosed fundamentals and issue terms. It is research, not investment advice, and it cannot predict listing performance.
The company
What the business actually does
Founded 2015 · Bengaluru, Karnataka · part of Walmart Inc.
PhonePe is India's largest UPI payments app and the platform business built around it. The offer document reports 618.40 million registered users as of 31 March 2025 — roughly 43% of India's population — and 44.87 million registered merchants. NPCI data put its share of UPI transactions above 45%, ahead of Google Pay and well ahead of Paytm. Three platforms sit under the group: the PhonePe app itself, which handles payments and distributes insurance, lending, mutual funds and bill payments; Share.Market, a retail broking and investing platform; and Indus Appstore, an Indian alternative to Google Play. The company was founded in 2015 by Sameer Nigam, Rahul Chari and Burzin Engineer, acquired by Flipkart in 2016, fully separated from Flipkart by Walmart in 2022, and re-domiciled from Singapore to India in 2023 specifically to make an Indian listing possible. It filed confidentially with SEBI on 24 September 2025, received approval on 20 January 2026 and filed its updated draft (UDRHP-I) the same month.
Three reported lines: Payment Services, Digital Distribution Services and Financial Services. Payments carries the volume but earns little directly, because UPI person-to-person and most small-merchant transactions carry no merchant discount rate by government policy; the revenue comes from merchant services, payment-gateway fees on larger merchants and from a government incentive pool that is discretionary. Digital distribution — insurance, lending referrals, investments, broking through Share.Market and the Indus Appstore — is the margin business and the part PhonePe is spending to build. Revenue from operations grew from ₹2,914 Cr in FY23 to ₹5,064 Cr in FY24, ₹7,115 Cr in FY25 and ₹7,920 Cr in FY26, but growth slowed from about 40% to 11% in the last year after credit-card rent payments were discontinued, real-money gaming transactions were banned and the UPI subsidy incentive stopped — roughly ₹756 Cr of revenue the company says simply went away. Only ₹815 Cr, or 11.5% of FY25 operating revenue, came from non-UPI sources. The newer verticals are also where the losses sit: the company attributes the wider FY26 loss to Share.Market, Pincode, its insurance operations and Indus Appstore, and puts the FY26 loss normalised for ESOP charges and one-off items at ₹1,377 Cr against a reported ₹2,792 Cr.
What makes it hard to copy
Acceptance infrastructure rather than the app is the part that is hard to rebuild: 9.19 million deployed merchant devices and a 25,657-strong field force reaching 98.61% of India's pin codes, behind 47.19 million registered merchants at 30 September 2025.
Where the revenue comes from
Share of revenue by reportable segment, latest full year
- Payment services88.5%
- Insurance and lending distribution7.8%
- Other services and new platforms3.6%
Hover or focus a segment for its share and what it covers.
Where it operates
Markets served
India
Who runs it
- Sameer NigamChief Executive Officer & Whole-time Director · since 2015Co-founder; holds about 2.55% of equity pre-issue.
- Rahul ChariChief Technology Officer & Whole-time Director · since 2015Co-founder; holds about 2.55% of equity pre-issue.
- Adarsh NahataChief Financial OfficerHas led the finance function since the company's inception. FY25 pay was ₹2.5 Cr in salary plus ₹18.9 Cr of ESOPs — a scale that is part of why reported and normalised losses diverge.
- Rohit BhagatChairperson & Independent DirectorFormerly chairman of BlackRock Asia Pacific and COO of Barclays Global Investors; also an independent director at Axis Bank.
- Ankit Gunvantrai PopatCompany Secretary & Compliance OfficerJoined in 2019; covers governance, M&A and statutory compliance.
The company on paper
- Legal name
- PhonePe Limited
- Incorporated
- 18 Dec 2012trading as PhonePe since 2015
- CIN
- U67190KA2012PLC176031
- Parent group
- Walmart Inc.
- Sector
- Financials · Digital payments & consumer fintech platform
- Registered office
- Office-2, Floor 5, Wing A, Block A, Salarpuria Softzone, Bellandur Village, Varthur Hobli, Outer Ring Road, Bengaluru 560103, Karnataka
- Statutory auditor
- S.R. Batliboi & Associates LLP, Chartered Accountants
- Promoters
- WM Digital Commerce Holdings Pte. Ltd., Walmart International Holdings Inc.
- Promoter holding, pre-issue
- 73.3%
- Website
- phonepe.com
The numbers
Financial performance
Revenue has compounded at 39.6% a year across the 4 reported financial years.
Revenue and profit
Figures in ₹ crore, as reported in the prospectus. Interim quarters are not annualised.
- Revenue
- Profit after tax
Margin trend
Profit and operating margin as a percentage of revenue
- Net margin
- EBITDA margin
Net worth and borrowings
At each period end, in ₹ crore. Gearing below each period is borrowings over net worth, from these same figures.
- Net worth
- Total borrowings
The price
Valuation
Ratios as disclosed in the prospectus, calculated at the upper end of the price band. P/E is always shown on post-issue earnings so issues stay comparable with each other.
The company is loss-making, so there are no earnings to price
What you pay
Earnings and sales behind one share, and the multiple the band asks for them.
- EPS, pre-issue (FY26)
- —
- EPS, post-issue
- —
- Price / sales
- —
- Net asset value per share
- ₹185.08
What it earns on what it has
Returns and margins. These are the figures that say whether the multiple above is deserved.
- Return on net worth
- −18.5%
- Return on capital employed
- —
- EBITDA margin
- —
- Net margin
- −35.3%
What it owes
Gearing at the latest balance-sheet date.
- Debt to equity
- —
Valuation against listed peers
P/E against operating margin
The peer table does not carry both a P/E and an operating margin for enough companies to plot.
The terms
How the issue is structured
This is entirely an offer for sale: none of the money raised reaches the company.
- Fresh issue
- ₹0
- Offer for sale
- —
- Total issue size
- ₹12,000 Cr
- Shares offered in the OFS
- 5,06,60,446
- Pre-issue shares outstanding
- —
- Employee discount
- None
Use of proceeds
Stated objects of the fresh issue, largest first
- The offer is entirely an offer for sale by existing shareholders. The company will not receive any proceeds; the entire amount, net of offer expenses and taxes, goes to the selling shareholders — WM Digital Commerce Holdings (4,59,42,496 shares), Microsoft Global Finance (36,78,790 shares) and Tiger Global PIP 9-1 (10,39,160 shares). — amount not quantified in the prospectus
Hover or focus an object to see whether that spending grows the business or repairs the balance sheet.
Demand
What the market is bidding
Subscription is hard exchange data. Grey-market premium is not — it is an unofficial quote, shown because readers want it and labelled because it deserves the label.
Subscription by category
Cumulative bid multiples
Bidding has not opened yet, so there is no subscription data to show.
Grey market premium
Unofficial over-the-counter sentiment
No grey-market quotes have been recorded for this issue.
Work it out
What this means for one application
Three calculations, each stating the assumption it rests on.
What one application costs
Shares are applied for in whole lots at the cut-off price. The full amount is blocked in your bank account under ASBA, not debited, until allotment.
The lot size and price band are not fixed yet, so there is nothing to calculate.
Odds of getting an allotment
When the retail category is oversubscribed, SEBI requires a lottery for the minimum lot. Every application has the same chance, whatever its size.
Retail subscription figures are not available yet, so there is nothing to estimate from.
What the grey market implies
Arithmetic on an unofficial quote. The grey market has no clearing house and no obligation to settle — this is sentiment made numeric, not a forecast.
No grey-market quote has been recorded for this issue.
Our read
The case for and against
Grounded only in figures disclosed in the prospectus. This is analysis, not a recommendation.
What works
- Scale that is difficult to rebuild: 618.40 million registered users and 44.87 million registered merchants as of 31 March 2025, and a share of UPI transactions reported above 45% on NPCI data.
- Revenue from operations has grown from ₹2,914 Cr in FY23 to ₹7,920 Cr in FY26 — a little under three times in three years.
- The underlying loss is far smaller than the headline one. The company puts the FY26 loss normalised for ESOP charges and other one-time accounting items at ₹1,377 Cr against a reported ₹2,792 Cr.
- Adjusted EBITDA excluding ESOP cost was ₹1,477.19 Cr in FY25, a margin of 20.76% on revenue from operations, so the platform does generate operating surplus before share-based pay.
- The balance sheet is not the constraint: net worth of ₹9,539.02 Cr and total assets of ₹23,178.95 Cr at 30 September 2025, with assets nearly doubling from ₹12,706.48 Cr two years earlier.
- This is a sale-down, not an exit by the controlling shareholder. The promoter group holds 73.33% before the offer and is selling 4,59,42,496 of the 5,06,60,446 shares on offer.
- SEBI's approval was granted on 20 January 2026 and runs for 18 months, so the company has a live window rather than a fresh filing to make.
What to weigh against it
- Loss-making in every reported year: ₹2,796.07 Cr in FY23, ₹1,996.17 Cr in FY24, ₹1,727.41 Cr in FY25 and ₹2,792 Cr in FY26. FY26 reversed two consecutive years of narrowing losses and was 62% worse than FY25.
- Growth stalled badly in the listing year. Revenue rose about 40% in FY25 and 11% in FY26, after credit-card rent payments were discontinued, real-money gaming transactions were banned and UPI subsidy incentives stopped — roughly ₹756 Cr of revenue removed.
- No P/E is computable, and the only listed comparable is itself expensive: One 97 Communications reported an FY26 net profit of about ₹552 Cr against a market capitalisation near ₹1,08,480 Cr — the only listed Indian comparable, and itself only recently profitable.
- A pure offer for sale means the company raises no growth capital from the listing, and the ₹1,996.80 weighted average cost of acquisition disclosed for the offered shares is the only price reference that exists.
- The core product is regulated to be free. UPI person-to-person and most small-merchant transactions carry no merchant discount rate, and the incentive pool that partly compensated for that was absent in FY26.
- The loss centres are the growth bets: the company attributes the wider FY26 loss to Share.Market, Pincode, insurance and Indus Appstore, which is where the diversification story lives.
- The timetable has already slipped once — the listing was paused in March 2026 on market volatility and revived in September 2026, targeting a listing by March 2027.
- The UDRHP's own principal risks include continued GAAP losses, heavy fintech and payments regulation, no prior trading history, and exposure to post-listing surveillance measures.
Easy to miss in the prospectus
- No price band, dates or lot size exist yet. The ₹12,000 Cr in this record is the size reported in the press around the UDRHP-I filing, not a disclosed term — reported target valuations have ranged from about USD 10.5 billion to USD 15 billion.
- Reported loss of ₹2,792 Cr against a company-stated normalised loss of ₹1,377 Cr in FY26 — the difference is almost entirely ESOP charges and losses booked by subsidiaries. Which number the RHP leads with will shape how the issue reads.
- The half-year split is more informative than the annual one. Stripping roughly ₹756 Cr of discontinued streams, adjusted operating revenue was ₹3,162 Cr in H1 FY26 and ₹3,746 Cr in H2 FY26 — the second half was reaccelerating while the full year showed 11%.
- Lending is the next revenue leg: monthly disbursements were estimated at about ₹2,600 Cr, implying roughly ₹30,000 Cr of annual credit disbursement in FY27. That line, not payments, is where margin would have to come from.
- Diversification is real but still small — insurance, lending distribution, investments and broking contributed ₹815 Cr, or 11.5% of FY25 operating revenue, up from around 4% in prior years.
- Microsoft (36,78,790 shares) and Tiger Global (10,39,160 shares) are exiting completely. A full exit by two long-term holders alongside a promoter sale-down makes for a crowded sell side at a first listing.
- Financials here use revenue from operations throughout. The restated total-income line in the offer document is higher — ₹7,631.38 Cr in FY25 against ₹7,115 Cr of operating revenue — because it includes other income, so figures quoted elsewhere may not match line for line.
- The valuation ratios shown are the six months to 30 September 2025 as disclosed in the offer document, not a full year, because that is the latest restated period the UDRHP-I covers.
Straight from the filing
Read it yourself
Every figure on this page comes out of these. Go and check them.
Served by the issuer, the exchange or the regulator — never a copy hosted here, so what you open is the filing itself.
The paperwork
Who is running the issue
- Lead managers
- Kotak Mahindra Capital Company Limited, J.P. Morgan India Private Limited, Citigroup Global Markets India Private Limited, Morgan Stanley India Company Private Limited, Goldman Sachs (India) Securities Private Limited, Jefferies India Private Limited, JM Financial Limited, Axis Capital Limited
- Registrar
- KFin Technologies Limited
How these figures were checked
Built from 6 independently published accounts of this issue, agreeing with each other. No copy of the filing itself is linked here, so nothing on this page has been reconciled against the primary document — treat every figure as reported rather than verified.
The prospectus is the authoritative document. Check anything that matters against it before you act.
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