PhonePe files updated IPO papers; Walmart, Tiger Global, Microsoft to sell shares

PhonePe, India’s largest digital payments platform, has filed an updated draft red herring prospectus (DRHP) with market regulator Securities and Exchange Board of India (SEBI) for what could be one of the most anticipated fintech IPOs.

The offering is structured entirely as an offer for sale, with no fresh capital being raised for the company. According to the filing, the initial public offering (IPO) comprises up to 5.06 crore equity shares being sold by existing shareholders.

Walmart’s vehicle, WM Digital Commerce Holdings, is offloading the largest portion at 4.59 crore shares. The retail giant currently holds an 83.9% stake in the Bengaluru-based payments firm.

Tiger Global is selling 10.39 lakh shares, while Microsoft Global Finance Unlimited Company is divesting 36.78 lakh shares as part of the offering.

The IPO document specifies that the weighted average cost of acquisition for all three selling shareholders is exactly Rs 1,996.80 per equity share.

The Book Running Lead Managers for the offer include a primary group consisting of Kotak Mahindra Capital Company Limited, Axis Capital Limited, JP Morgan India Private Limited, and Goldman Sachs (India) Securities Private Limited.

They are supported by an additional group of lead managers, which includes Citigroup Global Markets India Private Limited, Jefferies India Private Limited, Morgan Stanley India Company Private Limited, and JM Financial Limited.

Earlier this week, PhonePe received approval from the Securities and Exchange Board of India to proceed IPO.

PhonePe had earlier confidentially filed draft papers with the market regulator and stock exchanges in September, submitting a pre-filed Draft Red Herring Prospectus as part of SEBI’s confidential filing framework. The process allows companies to engage with regulators and incorporate feedback before making detailed financial disclosures public.

PhonePe is majority owned by Walmart following its acquisition of a controlling stake from Flipkart. The company operates one of India’s largest digital payments platforms with over 45% market share in UPI transactions. In December 2025, the company processed 9.8 billion transactions, according to NPCI data.