PhonePe’s IPO to Be Fully Offer-for-Sale, Tiger Global and Microsoft to Exit: Key Details From Updated DRHP

Bengaluru-based digital payments firm PhonePe has submitted an updated Draft Red Herring Prospectus (UDRHP) to the Securities and Exchange Board of India (SEBI) for its proposed initial public offering. According to the filing dated January 21, the IPO will be entirely an offer-for-sale of 5.06 crore equity shares by existing shareholders, with no fresh issue component.

As a result, the proceeds from the offering will go solely to the selling shareholders. Promoter WM Digital Commerce Holdings, a subsidiary of Walmart International Holdings Inc, plans to sell 4.59 crore shares through the offer-for-sale, representing 9.06% of the company’s total paid-up equity. The promoter holds a 71.77% stake in PhonePe.

The remaining 47.17 lakh shares will be sold by Tiger Global PIP 9-1 and Microsoft Global Finance Unlimited Company, an Irish arm of Microsoft Corporation. Among institutional investors, Headstand holds a 5.9% stake, followed by General Atlantic with 4.5%. Other notable investors include Three Sigma Capital Advisors (1.1%), Qatar Investment Authority (1.0%), Ribbit Capital (0.4%) and TVS Capital Funds (0.2% each).

According to the DRHP, the IPO is being launched under Regulation 6(2) of the SEBI ICDR Regulations, a framework available for companies that do not meet certain profitability criteria under the standard route. The company has received in-principle approval to list its shares on both the BSE and the National Stock Exchange.

Sebi cleared PhonePe’s confidential Draft Red Herring Prospectus (DRHP) on January 20, 2026, paving the way for the updated DRHP and subsequent filing of the final RHP with the Registrar of Companies. The confidential DRHP had originally been filed in September 2025.

PhonePe was the first private non-bank player in India to launch a UPI-based application in August 2016, shortly after the introduction of Unified Payments Interface (UPI) in April that year. It is the largest digital payments platform in India by both number of transactions and total payments value (TPV) for customer-initiated UPI transactions, according to NPCI data.

On the financial front, PhonePe, whose only listed peer is One 97 Communications (the parent of Paytm), reported a loss of ₹1,444.4 crore for the six months ended September 2025, up from ₹1,203.2 crore in the same period a year earlier. Revenue from operations rose 22.2% to ₹3,918.5 crore, compared with ₹3,207.5 crore in the previous year.

Pricing details for the IPO, including the price band, issue size, and timing, have not yet been disclosed and will be finalised closer to the launch following investor marketing and the book-building process. The company has appointed Kotak Mahindra Capital, JP Morgan, Citi, and Morgan Stanley as advisers for the public issue.