MUMBAI: Instant payments market leader Phonepe, owned by the US retail giant Walmart, has received the Securities and Exchange Board approval for its initial public offering, which is likely to be the second largest primary share sale by a newage tech company with an offer for sale alone adding up Rs 12,000 crore on a valuation of around $15 billion.
The digital payments major filed draft papers for the IPO with the Sebi via the confidential pre-filing route in late September 2025 and is likely to file the updated DRHP over the next few days, a source in the know of the development told TNIE Tuesday.
The OFS-only-issue is worth Rs 12,000 crore with no fresh issue by the company, the source added.
Walmart, Tiger Global and Microsoft are the three major shareholders looking to make partial exits through the offer for sale, together diluting around 10%, according to the draft papers.
Phonepe is well-positioned financially, having turned free cash flow positive with around 40% on-year revenue growth to Rs 7,115 crore in FY25.
Phonepe was founded by Sameer Nigam, Rahul Chari, and Burzin Engineer in December 2015, with Nigam serving as CEO, Chari as CTO, and Engineer as chief reliability officer, building the digital payment platform from their Flipkart background.
But Flipkart was sold to Walmart (77%) stake in a massive $16 billion deal in May 2018, marking Walmart's largest acquisition and a significant move to compete in the booming online retail market against rivals like Amazon. The deal gave Walmart control, allowing it to leverage Flipkart's strong local presence and build out its own global e-commerce strategy, though it involved the exit of some key investors and co-founder Sachin Bansal. The Walmart deal valued Flipkart at around $21 billion.
Though Walmart owns both Flipkart and Phonepe, but Phonepe was fully separated from Flipkart in late 2022, making them distinct entities within Walmart which owns the majority stakes in both, alongside other investors like General Atlantic, Tiger Global, and Binny Bansal.
The proposed public listing of the Bengaluru-based payments major that controls around 45% of the UPI market, will be the second-largest new economy issue after rival Paytm issue in November 2021 when the Noida-based One97 Communications the parent of Paytm had raised Rs 18,300 crore at a valuation of around $20 billion. But its current valuation is only around $9.5 billion.
While Phonepe has been the leader with around 45% market share in the mobile payments platform, its nearest competitor Google Pay, controls around 35% of the pie.
While over 85% of the digital payments are processed by the UPI platform that clocked a new record with 21.63 billion transactions, valued at around Rs 27.97 trillion in December 2025, up 29% on-year, Phonepe processes close to 10 billion transactions worth over Rs 12 trillion every month.
The company also has multiple other verticals, from a stock market trading app share.market, lending platform and sale of insurance policies, among others. But despite diversification, payments continue to anchor Phonepe’s growth, accounting for over 90% of its revenue. Kotak Mahindra Capital, Citi, Morgan Stanley, and JP Morgan are the advisors of the big-bang issue.