Sector: FinTech / Digital Payments / Financial Services
Status: Unlisted – IPO Approved, Listing Deferred
Founded: 2015
Headquarters: Bengaluru, Karnataka
CIN: U67190KA2012PLC176031
Face Value: ₹1 per share
Promoters: Walmart group entities
About the Company
PhonePe is India’s largest digital payments platform and one of the country’s most important fintech businesses.
The company began with UPI payments and has expanded into financial services, insurance, lending, wealth management, merchant services and consumer technology, including Share.Market and Indus Appstore.
PhonePe’s scale is its biggest competitive advantage. As of July 2026, the company reported 718 million lifetime registered users, 50+ million lifetime registered merchants and 11 billion customer transactions during July 2026.
Key Highlights
- India’s largest UPI payments platform.
- 718 Mn registered users as of July 2026.
- 50+ Mn registered merchants.
- 11 Bn customer transactions in July 2026.
- Around 46% UPI transaction-volume market share in mid-2026.
- 46.85% UPI volume market share as of September 2025 according to NPCI data cited in the IPO documents.
- Expanded beyond payments into insurance, lending and wealth.
- Owns/operates consumer technology businesses including Share.Market and Indus Appstore.
- SEBI approved its IPO in January 2026.
- Updated DRHP was filed with SEBI in January 2026.
- IPO was temporarily deferred in March 2026 because of geopolitical uncertainty and market volatility. PhonePe said it remained committed to a public listing in India.
Business Model
PhonePe has evolved from a UPI application into a diversified digital-financial-services ecosystem.
| Segment | Business |
|---|---|
| Payments | UPI, bill payments, recharges, merchant payments |
| Merchant Services | QR payments, payment acceptance, merchant solutions |
| Insurance | Distribution of insurance products |
| Lending | Digital lending and merchant/customer credit distribution |
| Wealth | Mutual funds, stocks and investment products |
| Share.Market | Stockbroking and investment platform |
| Indus Appstore | Android app marketplace |
| Advertising | Brand and merchant advertising |
| Data & Intelligence | PhonePe Pulse / PulsePro |
The strategic objective is to use its massive payments user base to cross-sell higher-margin financial products.
Financial Snapshot
₹ Crore
| Particulars | FY24 | FY25 | FY26 |
|---|---|---|---|
| Revenue from Operations | ~5,064 | ~7,105 | 7,920 |
| Revenue Growth | — | ~40% | ~11.5% |
| Consolidated PAT | -1,996 | -1,727 | -2,792 |
| Operating Cash Flow | — | 1,202 | — |
| Adjusted EBITDA* | — | 1,477 | — |
*FY25 adjusted EBITDA excludes ESOP-related costs.
FY26 revenue from operations increased to ₹7,920.48 crore, up 11.5% from ₹7,105.01 crore in FY25. However, consolidated net loss widened significantly to ₹2,791.59 crore from ₹1,727.41 crore.
This is an important distinction for investors: PhonePe has achieved enormous operating scale, but reported GAAP profitability remains weak.
FY25 Quality of Earnings
FY25 provides a more encouraging picture underneath the headline loss.
- Revenue from operations: ~₹7,115 Cr
- Adjusted EBITDA excluding ESOP cost: ~₹1,477 Cr
- Operating cash flow: ~₹1,202 Cr
- Adjusted PAT: ~₹630 Cr
- Reported consolidated loss: ~₹1,727 Cr
The company therefore demonstrated positive operating cash generation despite remaining loss-making at the consolidated reported-profit level.
UPI Market Position
PhonePe’s strongest asset is its UPI ecosystem.
As of September 2025, PhonePe held approximately 46.85% of customer-initiated UPI transaction volume, according to NPCI data cited in the company’s IPO documents. It had maintained the No. 1 position in customer-initiated UPI transactions and TPV for 58 consecutive months through September 2025.
More recently, PhonePe’s share remained around 46% in July 2026, although its market share has gradually softened as smaller UPI applications gain traction.
Why this matters
PhonePe has an extraordinary distribution advantage:
718 Mn users → 50+ Mn merchants → Massive transaction frequency → Financial-services cross-selling
The challenge is converting this enormous transaction scale into sustainable profits.
IPO Status
PhonePe has already moved substantially further toward the public markets than most unlisted companies.
The company filed an Updated Draft Red Herring Prospectus (UDRHP-I) dated January 21, 2026, which is available through SEBI.
The proposed IPO was expected to be approximately ₹12,000–13,000 crore, with the offering structured primarily as an Offer for Sale (OFS) by existing shareholders.
This means existing shareholders would sell shares to public investors rather than PhonePe receiving a large amount of fresh capital from the IPO.
Current IPO Status
SEBI approval: Received
DRHP/UDRHP: Filed
Expected issue size: ~₹12,000–13,000 Cr
IPO: Temporarily deferred
Listing: Not yet completed as of September 2026
PhonePe stated that it remains committed to listing in India when market conditions stabilize.
Valuation
PhonePe was valued at approximately $12 billion in its 2023 funding round.
Reports around the proposed IPO have indicated a potential valuation of approximately $15 billion, although the final IPO valuation has not been established.
This creates an important question for unlisted investors:
At what valuation are you buying PhonePe today versus the valuation at which public-market investors will be offered the shares?
The answer is critical because a highly priced pre-IPO purchase can eliminate most of the potential listing upside.
Current Unlisted Price
Secondary-market quotations are extremely inconsistent.
Recent indicative references include:
- Around ₹19,968/share from one OTC source.
- Around ₹20,367/share on Moneycontrol’s partner-derived reference.
- Other private-market platforms quote substantially different prices.
These prices are not NSE/BSE prices and are not reliable indicators of the eventual IPO price.
Therefore, UnlistedCart should display the price as:
“Indicative OTC Price – Verify Current Dealer Quote Before Transaction.”
Investment Positives
| Positive | Why It Matters |
|---|---|
| Market Leadership | No.1 UPI platform by transaction volume |
| Massive User Base | 718 Mn registered users |
| Merchant Network | 50+ Mn merchants |
| High Frequency | Payments create frequent customer engagement |
| Strong Brand | One of India’s best-known fintech brands |
| Financial Services Expansion | Insurance, lending and wealth provide monetisation opportunities |
| Cross-Selling | Large payments base can support higher-value products |
| Operating Cash Flow | FY25 OCF of ~₹1,202 Cr |
| IPO Visibility | SEBI approval and filed offer documents |
| Walmart Backing | Strong institutional/promoter backing |
| Technology Ecosystem | Payments + investments + app ecosystem |
Key Risks & Concerns
| Risk | Concern |
|---|---|
| Profitability | FY26 consolidated loss widened to ~₹2,792 Cr |
| UPI Concentration | Large portion of the ecosystem depends on UPI |
| NPCI Market-Cap Risk | Proposed 30% TPAP volume cap remains a major structural issue |
| Regulatory Changes | RBI/NPCI rules can materially affect revenue |
| Revenue Disruption | Credit-card rent payments and real-money gaming restrictions affected revenue |
| IPO Delay | Listing timetable remains uncertain |
| Valuation Risk | Private-market prices can become disconnected from fundamentals |
| Competition | Google Pay, Paytm, Navi, super.money and other UPI platforms |
| ESOP Cost | Significant employee-stock compensation affects reported profitability |
| OFS Structure | IPO proceeds primarily benefit selling shareholders rather than the company |
| Monetisation Challenge | Huge transaction volumes do not automatically translate into high margins |
The Biggest Risk: UPI Market Share Cap
This deserves special attention.
NPCI’s framework envisages a 30% cap on the share of UPI transaction volume for an individual TPAP. PhonePe’s share was 46.85% as of September 2025.
The implementation deadline has been repeatedly deferred and is currently extended through December 31, 2026.
If the framework is enforced without further modification, PhonePe may face constraints on future UPI-volume growth.
For an investor, this is potentially more important than short-term quarterly results.
Growth Opportunity
PhonePe’s long-term opportunity is to transition from:
“UPI App”
to
“India’s Digital Financial Super-App.”
Potential monetisation engines include:
Payments → Lending → Insurance → Wealth → Broking → Advertising → Merchant Services → App Ecosystem
The company has already begun this transition through Share.Market, insurance, lending and other financial-services businesses.
Investment Rationale
PhonePe is arguably one of India’s strongest digital-platform businesses in terms of consumer reach, merchant penetration and transaction frequency.
The investment thesis rests on three pillars:
1. Distribution
718 million registered users and 50+ million merchants provide enormous distribution.
2. Market Leadership
PhonePe has maintained the No.1 position in UPI for several years and continues to process an enormous share of India’s digital payments.
3. Monetisation
The next phase is converting payments users into customers for insurance, lending, investments, broking and other financial products.
The biggest question is whether PhonePe can convert its enormous scale into sustainable consolidated profitability.
Investment View
Business Quality: ⭐⭐⭐⭐⭐
Exceptional distribution, brand recognition and market position.
Growth Potential: ⭐⭐⭐⭐⭐
The financial-services cross-selling opportunity remains enormous.
Profitability: ⭐⭐½
Operating economics are improving in parts of the business, but consolidated FY26 losses remain substantial.
Regulatory Risk: ⭐⭐½
UPI market-share concentration and evolving RBI/NPCI rules are major risks.
IPO Catalyst: ⭐⭐⭐⭐⭐
PhonePe already has SEBI approval and filed IPO documents. The listing is primarily a question of timing and market conditions.
Valuation: ⭐⭐½
This is where investors need maximum discipline. Buying at an excessive OTC premium can leave little upside even if the eventual IPO is successful.
Overall View
PhonePe is a high-quality business but not automatically a high-quality investment at every price.
Its extraordinary UPI dominance, massive user base, merchant ecosystem and expansion into financial services make it one of India’s most strategically important fintech companies.
However, FY26 losses, regulatory risk, UPI concentration and potentially aggressive unlisted valuations make entry price extremely important.
UnlistedCart View
“India’s UPI Leader | Massive Digital-Financial Ecosystem | IPO-Approved, But Valuation & Regulatory Risk Must Be Watched.”
Investor Profile: High-growth investors with a medium-to-long-term horizon and tolerance for unlisted-market liquidity and regulatory risk.
Share Details
| Particular | Details |
|---|---|
| Company | PhonePe Limited |
| CIN | U67190KA2012PLC176031 |
| ISIN | INE0KM101027* |
| Face Value | ₹1 |
| Status | Unlisted |
| Sector | FinTech / Digital Payments |
| IPO Status | SEBI Approved – Deferred |
| Expected IPO Size | ~₹12,000–13,000 Cr |
| Proposed Structure | Primarily OFS |
| Promoter | Walmart Group |
| Indicative OTC Price | Highly variable |
| Listing | Not completed as of Sept. 2026 |
*ISIN references can vary across secondary-market databases; verify the seller’s current depository/transaction documents before purchase.
Disclaimer
This report is for educational and informational purposes only and does not constitute investment advice, an offer, solicitation or recommendation to buy or sell securities. Unlisted-share prices are OTC indications and may vary materially between dealers. IPO size, valuation, timing and structure may change before listing. Investors should independently verify the latest SEBI filings, audited financial statements, share certificates/demat details, taxation, transfer restrictions and regulatory status before investing.
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