PhonePe gets SEBI approval for IPO; offer expected to be OFS-only, company to file updated draft papers
Walmart-backed PhonePe has received SEBI’s approval for its proposed IPO, with reports saying it will need to file an updated draft red herring prospectus before moving ahead. The listing is expected to be structured as a pure offer for sale by existing shareholders, meaning the company itself would not raise fresh capital through the issue. The development is being watched as a key test of investor appetite for large fintech listings in India.
PhonePe, India’s largest digital payments app and a major player in UPI-based transactions, has received regulatory approval from SEBI for its initial public offering, according to reports, setting the stage for one of the most closely tracked fintech listings in the Indian market.

However, the company is expected to file an updated draft red herring prospectus (DRHP) before the IPO process advances further. The approval is seen as an important milestone, but it does not automatically translate into an immediate listing timeline until documentation is updated and the next steps are completed.
Issue structure: likely to be a pure offer for sale
Reporting indicated that the proposed IPO is slated to be structured as a pure offer for sale (OFS) by existing shareholders. In an OFS-only structure, the company does not raise fresh funds for its balance sheet, while selling shareholders partially monetise their holdings.
Such a structure typically puts greater emphasis on valuation discovery and market confidence in the business model, because proceeds flow to shareholders rather than being earmarked for expansion or new investment by the company.
Why the PhonePe listing matters
PhonePe’s IPO has been widely anticipated as a signal event for India’s consumer internet and fintech ecosystem, particularly after a period in which markets have been selective about pricing and profitability. Investors will look closely at UPI market-share trends, regulatory developments in payments, and competitive dynamics across digital wallets, merchant payments and adjacent financial services.
The next set of disclosures, expected via updated draft papers, will likely be scrutinised for details on offer size, selling shareholders, financial performance, risk factors and the company’s strategy beyond payments.