Walmart-backed PhonePe gears up for ₹12,000 crore IPO via pre-filing route

Walmart-backed fintech major PhonePe has filed draft papers with capital markets regulator SEBI for a mega IPO via the confidential pre-filing route, aiming to raise around ₹12,000 crore.

A PhonePe

spokesperson told CNBC-TV18 that the company has filed the pre-filed Draft Red Herring Prospectus (PDRHP) with SEBI, BSE, and NSE in connection with the IPO, under Chapter IIA of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The spokesperson, however, clarified that the filing does not necessarily mean the IPO will be undertaken.

According to sources, the company is planning to raise about ₹12,000 crore ($1.35 billion) through an offer-for-sale (OFS), with Walmart, Tiger Global, and Microsoft set to collectively offload around 10% stake.

Currently, Walmart owns 83.9% in PhonePe, while General Atlantic holds 5.14%.

Kotak Mahindra Capital, Citi, Morgan Stanley, and JP Morgan are lead bankers to the issue, with Jefferies, Goldman Sachs, Axis Capital, and JM Financial also part of the syndicate.

When a company makes a confidential filing, details about the business will not be released to the public, unlike the normal route when the entire draft red herring prospectus (DRHP) is publicly available as soon as it is filed with SEBI. It was first introduced in November 2022.

In a regular filing, the approval is valid for 12 months after the market watchdog gives it final observations. In confidential filing, this is valid for 18 months from the date of SEBI observations on the confidential draft prospectus.

On the financial front, PhonePe reported strong topline growth in FY25. Operating revenue rose 40.4% year-on-year to ₹7,114.8 crore, compared to ₹5,064.1 crore in FY24, as per RoC filings.

The company narrowed its consolidated net loss by 13.4% to ₹1,727.4 crore, from ₹1,996.1 crore a year earlier, despite total expenses climbing 21.1% to ₹9,394 crore. Payment processing charges surged 44.7% to ₹1,688.1 crore, while employee costs rose 13.6%.

PhonePe also turned free cash flow positive, generating ₹1,202 crore from operations.

Adjusted EBITDA (excluding ESOP costs) more than doubled to ₹1,477 crore from ₹652 crore, while Adjusted PAT surged 220% to ₹630 crore. For the first time, the company also posted a positive Adjusted EBIT of ₹117 crore.

These results come as PhonePe gears up to list on Indian bourses later this year.

In an earlier conversation with CNBC-TV18, PhonePe CEO Sameer Nigam said the core payments business has reached maturity and market leadership, making the company ready for the accountability that comes with being listed.

“We should hopefully remain stable and be profitable in years to come. The business and the sector are in a good place,” he said, adding that PhonePe moved its base to India with the intent to list locally.