PhonePe, one of India’s largest digital payment platforms, has officially converted into a public limited company ahead of its much-anticipated initial public offering (IPO). This is a critical compliance move mandated by the Companies Act, 2013, and is one of the fundamental steps a company must complete before launching its IPO in India.

In a recent filing with the Registrar of Companies (RoC), the company declared that it will change its name from “PhonePe Private Limited” to “PhonePe Limited”. This conversion marks a significant legal and strategic milestone for the company as it gears up for one of India’s biggest public listings.

Regulatory Transition and Strategic Preparation

The regulatory filing reads:
“The members are hereby informed that, as one of the prerequisites for the process of initial public offering, the company is required to convert into a public limited company under the Companies Act, 2013.”

This transition is aligned with PhonePe’s broader IPO strategy and is seen as a key part of its move to comply with Indian regulatory requirements. The company is reportedly planning to begin its IPO proceedings in March 2025.

PhonePe has roped in a set of top-tier global advisors to lead the process, including Kotak Mahindra Capital, JP Morgan, Citi, and Morgan Stanley. According to media reports, the company is targeting a $15 billion valuation, making it one of the most valuable tech IPOs from India.

From Singapore to India: A Major Strategic Shift

In a rare and bold move, PhonePe had earlier become the first Indian startup to flip its overseas domicile back to India. This shift from Singapore to India, completed in 2022, involved a tax outlay of more than ₹8,000 crore ($1 billion). The process was executed as part of PhonePe’s commitment to being a fully Indian entity ahead of its IPO.

This reverse flip, or re-domiciling, is not just symbolic but also strategic. It places PhonePe firmly within India’s regulatory and tax jurisdictions, thus aligning better with expectations from domestic regulators and investors.

Funding History and Valuation Growth

Led by Sameer Nigam, PhonePe last raised $100 million in December 2023, which was a part of a larger $1 billion funding round. That round valued the company at a pre-money valuation of $12 billion, giving it the financial muscle and investor backing needed for an IPO of this scale.

Major investors in PhonePe include Walmart (the majority shareholder), Microsoft, General Atlantic, Tiger Global, Ribbit Capital, TVS Capital, Tencent, and the Qatar Investment Authority. This diversified investor base reflects global interest in the Indian fintech ecosystem, especially in platforms that dominate digital infrastructure.

UPI Dominance and Financial Performance

PhonePe has steadily established itself as the largest UPI-based digital payments company in India, with over 47% market share in transaction volumes. The company’s dominance in Unified Payments Interface (UPI) transactions places it well ahead of competitors such as Google Pay, Paytm, and Amazon Pay.

In FY24, PhonePe recorded a revenue of over ₹5,000 crore, marking a sharp uptick in its operating scale. More notably, the company also managed to cut its losses by 28.6%, bringing them down to ₹1,996 crore. This performance underscores a shift towards improved operational efficiency and cost control, making it more attractive to IPO investors.

Legal Structure and IPO Timelines

Now officially a public limited company, PhonePe can move ahead with key IPO-related formalities, such as:

• Filing its Draft Red Herring Prospectus (DRHP) with SEBI

• Finalising its pricing strategy and issue size

• Initiating investor roadshows to gauge institutional interest

The IPO, once launched, is expected to provide a liquidity event for existing shareholders and attract new domestic and global institutional investors. Analysts believe this listing could significantly boost investor interest in India’s fintech sector, particularly in companies embedded in core infrastructure like UPI.

A New Chapter for Indian Fintech

PhonePe’s journey from being a Flipkart spin-off, to becoming a Walmart-controlled Indian tech major, and now a public limited entity preparing for IPO, reflects the rapid maturity of India’s digital economy.

Its conversion to a public limited company is not just a formality—it signals readiness for public scrutiny, regulatory oversight, and shareholder accountability. It also reflects the growing confidence Indian tech companies have in the domestic capital markets.

As the market watches closely, PhonePe’s IPO could potentially set new benchmarks for valuation, participation, and investor sentiment in the Indian startup ecosystem.

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